Attached files
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EX-2.1 - INVIVO THERAPEUTICS HOLDINGS CORP. | v198414_ex2-1.htm |
EX-2.2 - INVIVO THERAPEUTICS HOLDINGS CORP. | v198414_ex2-2.htm |
SECURITIES
AND EXCHANGE COMMISSION
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):
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October 4,
2010
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INVIVO THERAPEUTICS HOLDINGS
CORP.
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(Exact
name of registrant as specified in its
charter)
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Nevada
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000-52089
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36-4528166
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(State
or other jurisdiction of incorporation)
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(Commission
File Number)
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(I.R.S.
Employer Identification No.)
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100
Europa Drive, Suite 455, Chapel Hill, NC 27517
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(Address
of principal executive offices)
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(919)
933-2720
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(Registrant’s
telephone number, including area code)
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Design
Source, Inc.
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(Former
name, former address and former fiscal year, if changed since last
report)
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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:
¨ 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))
Item
1.01 Entry into a Material Definitive Agreement.
On
October 4, 2010 Design Source, Inc., a Nevada corporation (the "Company"),
entered into an Agreement and Plan of Merger (the "Merger Agreement") pursuant
to which the Company merged with its newly formed, wholly owned subsidiary,
InVivo Therapeutics Holdings Corp., a Nevada corporation ("Merger Sub" and such
merger transaction, the "Merger"). Upon the consummation of the Merger, the
separate existence of Merger Sub ceased and shareholders of the Company became
shareholders of the surviving company named InVivo Therapeutics Holdings
Corp..
As
permitted by Chapter 92A.180 of Nevada Revised Statutes, the sole purpose of the
Merger was to effect a change of the Company's name. Upon the filing of Articles
of Merger (the "Articles of Merger") with the Secretary of State of Nevada on
October 4, 2010 to effect the Merger, the Company's articles of incorporation
were deemed amended to reflect the change in the Company's corporate
name.
A copy of
the Articles of Merger and Agreement and Plan of Merger as filed with the
Secretary of State of Nevada on October 4, 2010 are attached as Exhibits 2.1 and
2.2.
The
Company's common stock will temporarily remain listed for quotation on OTC
Markets and the OTC Bulletin Board under the current symbol “DSGS” until new a
symbol is assigned by Financial Industry Regulatory Authority, Inc. (FINRA). The
Company will publicly announce the new trading symbol when assigned by FINRA and
the effective date of the symbol change.
We are
currently engaged in discussions with InVivo Therapeutics Corporation, a
Delaware corporation (“InVivo”), regarding a possible business combination
involving the two companies. At this stage, no definitive terms have
been agreed to, and neither party is currently bound to proceed with the
transaction. With the permission of InVivo and as provided herein, we
have changed our name to “InVivo Therapeutics Holdings Corp.” to facilitate
these discussions. If the parties determine not to proceed with the
business combination, we will change our name back to Design Source, Inc. or
adopt another name.
Item
5.03 Amendments to Articles of Incorporation or Bylaws; Changes in Fiscal
Year.
See Item
1.01 above.
Item
8.01 Other Events.
See Item
1.01 above.
Item
9.01 Financial Statements and Exhibits.
See
Exhibit Index.
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.
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Date:
October 6, 2010
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By:
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/s/ Peter A. Reichard
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Name:
Peter A. Reichard
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Title:
Chief Executive Officer
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Exhibit
Index
Exhibit No.
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Description
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2.1
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Articles
of Merger as filed with the Nevada Secretary of State on October 4,
2010
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2.2
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Agreement
and Plan of Merger, dated October 4, 2010, by and between Design Source,
Inc. and InVivo Therapeutics Holdings
Corp.
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