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InspireMD Announces Inducement Grants Under Nasdaq Listing Rule 5635(c)(4)

(Moderate)
(Very Positive)
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InspireMD (Nasdaq:NSPR) approved inducement grants totaling 221,666 shares of restricted stock to a new non-executive employee, with a grant date of August 3, 2026. The awards were made outside the 2021 Equity Incentive Plan under InspireMD’s 2024 Inducement Plan, in line with Nasdaq Listing Rule 5635(c)(4).

The restricted stock vests in tranches: 56,666 shares in two equal installments on January 10, 2027 and 2028; 40,000 shares in three annual installments on January 16, 2027, 2028 and 2029; and 125,000 shares in three annual installments starting on the first anniversary of the grant date, all subject to continued employment.

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Positive

  • None.

Negative

  • None.

Market Context

Recent insider activity was classified as Net Buying, with 76,000 shares bought versus 22,778 sold. ...
Analysis

Recent insider activity was classified as Net Buying, with 76,000 shares bought versus 22,778 sold. That record provides context for the grant, while equity issuance and vesting remain relevant risks to monitor.

Key Figures

Restricted-stock grants: 221,666 shares Grant date: August 3, 2026 First vesting tranche: 56,666 shares +2 more
5 metrics
Restricted-stock grants 221,666 shares Aggregate inducement grants
Grant date August 3, 2026 Inducement grants
First vesting tranche 56,666 shares Two equal installments on January 10, 2027 and January 10, 2028
Second vesting tranche 40,000 shares Three annual installments beginning January 16, 2027
Third vesting tranche 125,000 shares Three annual installments beginning on the first anniversary of the grant date

Historical Context

5 past events · Latest: Jul 30 (Positive)
Pattern 5 events
Date Event Sentiment 24h Move Catalyst
Jul 30 Leadership appointment Positive -3.3% Appointed Kathleen Kennedy to lead global sales and marketing activities.
Jun 12 Inducement grants Neutral +4.1% Approved restricted-stock inducement grants for six new non-executive employees.
Jun 11 Clinical trial results Positive -6.0% Reported 30-day CGUARDIANS II results showing 100% acute device success.
Jun 08 Clinical trial enrollment Positive -7.2% Enrolled the first patient in the CGUARDIANS III pivotal study.
May 06 Conference participation Neutral +0.0% Scheduled participation in the Bank of America healthcare conference.

24h Move is the share-price change in the day after each event; other market factors may also have contributed.

Pattern Detected

Positive operational and clinical announcements were followed by negative reactions, while the prior inducement-grant event preceded a positive reaction.

Key Terms

nasdaq listing rule 5635(c)(4), restricted stock, vesting
3 terms
nasdaq listing rule 5635(c)(4) regulatory
"in accordance with Nasdaq Listing Rule 5635(c)(4)."
NASDAQ Listing Rule 5635(c)(4) is a rule that requires a company to get approval from its shareholders before selling a large amount of its shares, usually over 20%. This helps protect investors by making sure the company doesn't flood the market with new shares without their say, which could lower the stock's value.
restricted stock financial
"approved inducement grants to a new non-executive employee in the aggregate amount"
Shares granted to an individual that carry limits on transfer or sale until certain conditions are met, such as staying with the company for a set time or hitting performance targets. Think of them as a locked gift that gradually opens; for investors they matter because they affect how many shares may enter the market later, signal management incentives and potential dilution, and reveal confidence in future company performance.
vesting financial
"The restricted stock will vest in accordance with the applicable award agreement"
Vesting is the process by which you earn full ownership of something, like company stock or a retirement benefit, over time. It’s like earning the right to keep a gift piece by piece the longer you stay with a company, making sure employees stay committed before they receive all the benefits.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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MIAMI, Aug. 07, 2026 (GLOBE NEWSWIRE) -- InspireMD, Inc. (Nasdaq: NSPR) (“InspireMD” or the “Company”), developer of the CGuard™ Prime carotid stent system for the prevention of stroke, today announced that the Compensation Committee of InspireMD’s Board of Directors approved inducement grants to a new non-executive employee in the aggregate amount of 221,666 shares of restricted stock (the “Inducement Grants”) outside of InspireMD’s 2021 Equity Incentive Plan, with a grant date as of August 3, 2026, as an inducement material to the non-executive employee entering into employment with InspireMD, in accordance with Nasdaq Listing Rule 5635(c)(4).

The Inducement Grants were granted under the InspireMD’s 2024 Inducement Plan, which is used exclusively for the grant of equity awards to individuals who were not previously employees of InspireMD, or following a bona fide period of non-employment, as an inducement material to such individuals entering into employment with InspireMD, pursuant to Nasdaq Listing Rule 5635(c)(4).

The restricted stock will vest in accordance with the applicable award agreement, with (i) 56,666 shares vesting in two equal installments on January 10, 2027 and January 10, 2028, (ii) 40,000 shares vesting in three annual installments on January 16, 2027, January 16, 2028 and January 16, 2029, and (iii) 125,000 shares vesting in three annual installments beginning on the first anniversary of the grant date, in each case subject to the recipient’s continued employment with InspireMD through the applicable vesting date.

About InspireMD, Inc.
InspireMD seeks to utilize its proprietary MicroNet™ mesh technology to make its products the industry standard for carotid stenting by providing outstanding acute results and durable, stroke-free long-term outcomes. InspireMD’s common stock is quoted on Nasdaq under the ticker symbol NSPR. We routinely post information that may be important to investors on the Company’s website. For more information, please visit www.inspiremd.com.

Forward-looking Statements
This press release contains “forward-looking statements.” Forward-looking statements include, but are not limited to, statements regarding InspireMD or its management team’s expectations, hopes, beliefs, intentions or strategies regarding future events, future financial performance, strategies, expectations, competitive environment and regulation. Such statements may be preceded by the words “intends,” “may,” “will,” “plans,” “expects,” “anticipates,” “projects,” “predicts,” “estimates,” “aims,” “believes,” “hopes,” “potential”, “scheduled” or similar words. Forward-looking statements are not guarantees of future performance, are based on certain assumptions and are subject to various known and unknown risks and uncertainties, many of which are beyond the Company’s control, and cannot be predicted or quantified and consequently, actual results may differ materially from those expressed or implied by such forward-looking statements. Such risks and uncertainties include, without limitation, risks and uncertainties associated with the voluntary U.S. recall of the CGuard Prime 135 cm delivery system, including current and future costs associated with the recall, including refunds or inventory write-off costs and other remediation costs, loss of sales and customers due to the recall or otherwise, our ability to effectively implement enhancements to CGuard Prime 135 cm delivery system, potential actions by regulators or other governmental entities associated with the recall, potential claims and lawsuits by customers and patients, including class action product liability lawsuits, other operational impacts and consequences of the recall, such as business disruption and distraction of management and other key employees; our history of recurring losses and negative cash flows from operating activities; significant future commitments and the uncertainty regarding the adequacy of our liquidity to pursue our complete business objectives; substantial doubt regarding our ability to continue as a going concern; our need to raise additional capital to meet our business requirements in the future and such capital raising may be costly or difficult to obtain and could dilute our stockholders’ ownership interests; the clinical development, commercialization and market acceptance of our products; whether the clinical trial results for our products will be predictive of real-world results; an inability to secure and maintain regulatory approvals for the sale of our products; negative clinical trial results or lengthy product delays in key markets; our ability to regain and maintain compliance with the Nasdaq listing standards; our ability to generate significant revenues from our products; estimates of our expenses, future revenues, capital requirements and our needs for and ability to access sufficient additional financing, including any unexpected costs or delays in the ongoing commercial launch of our products; our dependence on a single manufacturing facility and our ability to comply with stringent manufacturing quality standards and to increase production as necessary; the risk that the data collected from our current and planned clinical trials may not be sufficient to demonstrate that our technology is an attractive alternative to other procedures and products; intense competition in our industry, with competitors having substantially greater financial, technological, research and development, regulatory and clinical, manufacturing, marketing and sales, distribution and personnel resources than we do; entry of new competitors and products and potential technological obsolescence of our products; inability to carry out research, development and commercialization plans; loss of a key customer or supplier; technical problems with our research and products and potential product liability claims; product malfunctions; price increases for supplies and components; whether access to our products is achieved in a commercially viable manner and whether our products receive adequate reimbursement by governmental and other third-party payers; our efforts to successfully obtain and maintain intellectual property protection covering our products, which may not be successful; adverse federal, state and local government regulation, in the United States, Europe or Israel and other foreign jurisdictions; the fact that we conduct business in multiple foreign jurisdictions, exposing us to foreign currency exchange rate fluctuations, logistical and communications challenges, burdens and costs of compliance with foreign laws and political and economic instability in each jurisdiction; security, political and economic instability in the Middle East that could harm our business, including due to the current security situation in Israel; current or future unfavorable economic and market conditions and adverse developments with respect to financial institutions and associated liquidity risk; and changes in tariffs, trade barriers, price and exchange controls and other regulatory requirements and the impact of such policies on us, our customers and suppliers, and the global economic environment. More detailed information about the Company and the risk factors that may affect the realization of forward-looking statements is set forth in the Company’s filings with the Securities and Exchange Commission (SEC), including the Company’s Annual Report on Form 10-K and its Quarterly Reports on Form 10-Q. Investors and security holders are urged to read these documents free of charge on the SEC’s web site at https://www.sec.gov. The Company assumes no obligation to publicly update or revise its forward-looking statements as a result of new information, future events or otherwise.

Investor Contacts:

Jeff Warren
LifeSci Advisors
jwarren@lifesciadvisors.com
investor-relations@inspiremd.com


FAQ

What inducement equity grants did InspireMD (NSPR) announce on August 7, 2026?

InspireMD announced inducement grants of 221,666 restricted shares for a new non-executive employee. According to InspireMD, these awards were approved by the Compensation Committee with a grant date of August 3, 2026, and are structured under the company’s 2024 Inducement Plan.

How do the 221,666 inducement restricted shares for InspireMD (NSPR) vest?

The inducement restricted shares vest in three schedules. According to InspireMD, 56,666 shares vest in two equal installments in 2027 and 2028, 40,000 shares vest in three annual installments from 2027 to 2029, and 125,000 shares vest in three annual installments starting one year after grant.

Under which plan were InspireMD’s August 2026 inducement grants issued?

The August 2026 inducement grants were issued under InspireMD’s 2024 Inducement Plan. According to InspireMD, this plan is used exclusively for equity awards to new hires or rehires as a material inducement to employment, in accordance with Nasdaq Listing Rule 5635(c)(4).

Are InspireMD’s August 3, 2026 inducement grants part of the 2021 Equity Incentive Plan?

The inducement grants are not part of InspireMD’s 2021 Equity Incentive Plan. According to InspireMD, the 221,666 restricted shares were granted outside that plan and instead come from the separate 2024 Inducement Plan dedicated to inducement awards.

Why did InspireMD (NSPR) use Nasdaq Listing Rule 5635(c)(4) for the August 2026 grants?

InspireMD used Nasdaq Listing Rule 5635(c)(4) to grant equity as a material inducement to employment. According to InspireMD, the 2024 Inducement Plan is designed specifically for individuals not previously employed, or after a bona fide non-employment period, consistent with this Nasdaq rule.

What employment condition applies to the InspireMD inducement restricted stock that vests through 2029?

The restricted stock requires continued employment for vesting. According to InspireMD, each vesting tranche—whether in 2027, 2028, 2029, or on anniversaries of the August 3, 2026 grant date—is subject to the recipient remaining employed through the applicable vesting date.