InspireMD Announces Pricing of $37.5 Million Public Offering

Rhea-AI Summary

InspireMD (Nasdaq: NSPR) announced pricing of a $37.5 million underwritten public offering comprising common shares and warrants issued by the company.

The offering includes 7,342,308 common shares, pre-funded warrants to purchase 50,350,000 shares, and accompanying common warrants to purchase 43,269,231 shares, or pre-funded warrants in their place. Underwriters received a 30-day over-allotment option covering additional shares and/or warrants. Closing is expected on or about November 16, 2026, subject to customary closing conditions. InspireMD intends to use net proceeds for research and development, sales and marketing, working capital and other general corporate purposes.

1 point · 1 major

MixediHow this balance works

How this balance works

Rhea-AI gives every point it takes from this document a weight. Minor counts 1, Moderate 3 and Major 9, so one Major point outweighs several Minor ones. The bar adds up the weights on each side, and when neither side holds more than 65% of the total the balance reads Mixed.

It reads the document as published, with the same rules for every company, and it does not look at what the market expected or at how the stock traded, so a point can be objectively good on a day the stock falls.

Rhea-AI Sentiment measures something else, the tone of the wording.

How the balance worksHow Sentiment works

1 major · 3 points

Hollow bars mark forward-looking points. How the balance works

Positive

• Major point$37.5 million public offering priced to raise capital for InspireMD. 1× market cap

Negative

• Major point. Forward-looking: it has not happened yet and may not happen.7,342,308 common shares and pre-funded warrants for 50,350,000 shares expand potential dilution.
• Minor point. Forward-looking: it has not happened yet and may not happen.Common warrants for 43,269,231 shares, or pre-funded warrants in their place, add potential dilution.
• Minor point. Forward-looking: it has not happened yet and may not happen.30-day over-allotment option permits additional shares and/or warrants, adding potential dilution.

News Explained

The gross amount equals 313.2 days of second-quarter 2026 operating cash use, before underwriting fees reduce net proceeds.

The priced offering awaits its expected November 16, 2026 closing; the common shares, and any shares issued on exercise of the pre-funded or common warrants, would increase the share count and dilute existing holders’ percentage ownership, absent offsetting changes.

At the reported second quarter of 2026 operating-cash-use rate, the gross $37.5 million amount equals 313.2 days of past use; underwriting fees reduce net proceeds below gross.

The final prospectus supplement is the specified filing for final offering size, price and fees, so its fee terms will clarify net proceeds.

Sources and calculations

• InspireMD offering-pricing release (2026-11-13)
• Dilution definition (n/a)
• Pre-funded warrant definition (n/a)
• Underwritten offering definition (n/a)
• Prospectus supplement purpose (n/a)
• InspireMD second-quarter 2026 fundamentals (2026Q2)

• Offering gross against the last reported quarterly operating outflow, in days at that rate $37,500,000 / ($10,895,000 / 91) = 313.2 days

Key Figures

Public offering size: $37.5 million Common shares offered: 7,342,308 shares Pre-funded warrants: 50,350,000 shares +5 more

Public offering size

$37.5 million

Offering size stated in the headline

Common shares offered

7,342,308 shares

Underwritten public offering

Pre-funded warrants

50,350,000 shares

Shares underlying warrants offered in lieu of common stock to certain investors

Common warrants

43,269,231 shares

Shares underlying accompanying warrants

Over-allotment shares

8,653,846 shares

Additional common shares and/or pre-funded warrants available to underwriters

Over-allotment warrants

6,490,384 shares

Additional shares underlying common warrants, if the option is exercised

Over-allotment option

15%

Of common shares and pre-funded warrants sold in the offering

Expected offering close

On or about November 16, 2026

Subject to customary closing conditions

Key Terms

underwritten public offering, pre-funded warrants, over-allotments, shelf registration statement, +1 more

5 terms

underwritten public offering financial

"pricing of its previously announced underwritten public offering"

An underwritten public offering is when a company sells new shares of its stock to the public with the help of a financial firm, called an underwriter. The underwriter agrees to buy all the shares upfront, reducing the company's risk, and then sells them to investors. This process helps companies raise money quickly and confidently from a wide range of buyers.

pre-funded warrants financial

"pre-funded warrants to purchase 50,350,000 shares"

Pre-funded warrants are financial instruments that give investors the right to purchase a company's stock at a set price, but with most or all of the purchase price paid upfront. They function like a coupon or gift card for stock, allowing investors to buy shares later at a fixed price, which can be beneficial if they want to avoid future price increases. This makes them important for investors seeking flexibility and certainty in their investment plans.

over-allotments financial

"solely to cover over-allotments, if any"

An over-allotment is a temporary extra batch of shares that the underwriters of a stock offering are allowed to sell beyond the original amount, with the right to buy those shares back later. Think of it as spare tickets sold to meet demand and then reclaimed if needed to keep the market orderly; it helps stabilize the stock price after an offering and can affect short-term supply and potential dilution, which matters to investors tracking price and ownership stakes.

shelf registration statement regulatory

"pursuant to an effective shelf registration statement on Form S-3"

A shelf registration statement is a document a company files with regulators that allows it to sell shares or bonds quickly when it’s a good time to raise money. It’s like having a pre-approved plan ready so the company can act fast without going through lengthy paperwork each time they want to sell, making fundraising more flexible.

prospectus supplement regulatory

"A preliminary prospectus supplement and accompanying base prospectus"

A prospectus supplement is an additional document provided alongside a company's main offering details, offering updated or extra information about a specific financial product being sold. It helps investors understand the latest terms, risks, and details of the investment, similar to how an update or revision clarifies or expands on original instructions, ensuring they have current and complete information before making a decision.

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

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MIAMI, Nov. 13, 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 the pricing of its previously announced underwritten public offering of (i) 7,342,308 shares of its common stock, (ii) in lieu of common stock to certain investors, pre-funded warrants to purchase 50,350,000 shares of its common stock, and (iii) accompanying common warrants to purchase 43,269,231 shares of its common stock (or pre-funded warrants in lieu thereof). All securities in the offering are being offered by InspireMD.

In addition, the Company granted the underwriters a 30-day option to purchase additional 8,653,846 shares of the Company's common stock and/or 8,653,846 pre-funded warrants and/or additional common stock warrants to purchase 6,490,384 shares of common stock (or pre-funded warrants in lieu thereof) (or any combination thereof), representing 15% of the total number of shares of common stock and pre-funded warrants sold in the offering, solely to cover over-allotments, if any.

The offering is expected to close on or about November 16, 2026, subject to satisfaction of customary closing conditions.

Lake Street Capital Markets is acting as the sole book runner for the offering.

InspireMD intends to use the net proceeds from the offering, if any, for research and development, sales and marketing, working capital and other general corporate purposes.

The securities are being offered pursuant to an effective shelf registration statement on Form S-3 (File No. 333-286309) previously filed with the U.S. Securities and Exchange Commission (the "SEC") on April 1, 2025, and declared effective by the SEC on April 10, 2025. A preliminary prospectus supplement and accompanying base prospectus relating to the offering were filed with the SEC on November 12, 2026. Copies of the final prospectus supplement and accompanying base prospectus will be filed with the SEC and, when available, may be obtained free of charge at www.sec.gov. Copies of the preliminary prospectus supplement and the accompanying base prospectus relating to the offering may be obtained from Lake Street Capital Markets, LLC at 121 South Eighth Street, Suite 1000, Minneapolis, MN 55402, or e-mail at prospectus@lakestreetcm.com.

This press release shall not constitute an offer to sell or the solicitation of an offer to buy any of the securities described herein, nor shall there be any sale of these securities in any state or other jurisdiction in which such offer, solicitation, or sale would be unlawful prior to registration or qualification under the securities laws of any such state or other jurisdiction.

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. These forward-looking statements include, but are not limited to, statements regarding the closing of the offering and the anticipated use of proceeds.

In particular, forward-looking statements in this press release include the Company's expectations regarding the public offering, including its anticipated completion, and the intended use of proceeds from the offering. 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 associated with the public offering, including market conditions, the possibility that the offering may not be completed on the anticipated terms or at all, and the Company's ability to deploy any proceeds from the offering as intended; 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; the Company's history of recurring losses and negative cash flows from operating activities, significant future commitments and the uncertainty regarding the adequacy of its liquidity to pursue its complete business objectives, and substantial doubt regarding its ability to continue as a going concern; the Company's need to raise additional capital to meet its 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 the Company's products; whether the clinical trial results for the Company's products will be predictive of real-world results; an inability to secure and maintain regulatory approvals for the sale of the Company's products; negative clinical trial results or lengthy product delays in key markets; the Company's ability to maintain compliance with the Nasdaq listing standards; the Company's ability to generate significant revenues from its products; estimates of the Company's expenses, future revenues, capital requirements and its needs for and ability to access sufficient additional financing, including any unexpected costs or delays in the ongoing commercial launch of its products; the Company's dependence on a single manufacturing facility and its ability to comply with stringent manufacturing quality standards and to increase production as necessary; the risk that the data collected from the Company's current and planned clinical trials may not be sufficient to demonstrate that its technology is an attractive alternative to other procedures and products; intense competition in the Company's industry, with competitors having substantially greater financial, technological, research and development, regulatory and clinical, manufacturing, marketing and sales, distribution and personnel resources than it does; entry of new competitors and products and potential technological obsolescence of the Company's products; inability to carry out research, development and commercialization plans; loss of a key customer or supplier; technical problems with the Company's research and products and potential product liability claims; product malfunctions; price increases for supplies and components; whether access to the Company's products is achieved in a commercially viable manner and whether its products receive adequate reimbursement by governmental and other third-party payers; the Company's efforts to successfully obtain and maintain intellectual property protection covering its 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 the Company conducts business in multiple foreign jurisdictions, exposing it 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 the Company's 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 the Company, its 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 http://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

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What securities are included in InspireMD's $37.5 million public offering?

The offering includes 7,342,308 common shares, pre-funded warrants to purchase 50,350,000 common shares, and accompanying common warrants to purchase 43,269,231 common shares, or pre-funded warrants in their place.

When is InspireMD's public offering expected to close?

InspireMD's offering is expected to close on or about November 16, 2026, subject to satisfaction of customary closing conditions.

What does InspireMD's underwriter over-allotment option cover?

The 30-day option permits purchases of an additional 8,653,846 common shares and/or 8,653,846 pre-funded warrants and/or common warrants to purchase 6,490,384 common shares, or pre-funded warrants in their place, in any combination. The option is solely to cover over-allotments, if any.