false
0001433607
0001433607
2026-04-03
2026-04-03
iso4217:USD
xbrli:shares
iso4217:USD
xbrli:shares
UNITED
STATES
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): April 3, 2026
InspireMD,
Inc.
(Exact
name of registrant as specified in its charter)
| Delaware |
|
001-35731
|
|
26-2123838 |
(State
or other jurisdiction
of
incorporation) |
|
(Commission
File
Number) |
|
(IRS
Employer
Identification
No.) |
6303
Waterford District Drive, Suite 215
Miami,
Florida 33126 |
|
6744832 |
| (Address
of principal executive offices) |
|
(Zip
Code) |
Registrant’s
telephone number, including area code: (888) 776-6804
(Former
name or former address, if changed since last report.)
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)) |
Securities
registered pursuant to Section 12(b) of the Act:
Title
of each class |
|
Trading
Symbol(s) |
|
Name
of each exchange on which registered |
| Common
Stock, $0.0001 par value per share |
|
NSPR |
|
The
Nasdaq Capital Market |
Indicate
by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405
of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging
growth company ☐
If
an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying
with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
| Item
1.01 |
Entry
into a Material Definitive Agreement. |
On
April 3, 2026, InspireMD, Inc. (the “Company”) entered into an Equity Distribution Agreement (the “Equity
Distribution Agreement”) with BTIG, LLC, as sales agent (“BTIG”), pursuant to which the Company may offer
and sell (the “Offering”), from time to time, at its option, through or to BTIG shares of the Company’s common
stock, $0.0001 par value per share (the “Shares”). Pursuant to the prospectus supplement relating to the Offering,
dated as of April 3, 2026 (the “Prospectus Supplement”), the Company may offer
and sell up to $75,000,000 of Shares.
Any
Shares to be offered and sold under the Equity Distribution Agreement will be issued and sold pursuant to the Company’s Registration
Statement on Form S-3 (File No. 333-286309), 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, and the related prospectus contained therein (the “Registration
Statement”), as supplemented by the Prospectus Supplement, by any method permitted by law deemed to be an “at the market
offering” as defined in Rule 415(a)(4) promulgated under the Securities Act of 1933, as amended (the “Securities Act”),
and, subject to the terms of any placement notice under the Equity Distribution Agreement, BTIG may also sell Shares in negotiated transactions
at market prices prevailing at the time of sale or at prices related to such prevailing market prices and/or any other method permitted
by law, subject to the prior written consent of the Company.
Subject
to the terms of the Equity Distribution Agreement, BTIG will use its commercially reasonable efforts consistent with its normal trading
and sales practices and applicable state and federal laws, rules and regulations and the rules of The Nasdaq Capital Market to sell the
Shares from time to time, based upon the Company’s instructions (including any price, time or size limits or other customary parameters
or conditions the Company may impose). The Company cannot provide any assurances that it will issue any Shares pursuant to the Equity
Distribution Agreement. BTIG is entitled to a commission of up to 3.0% of the gross proceeds from the Shares sold under the Equity Distribution
Agreement. The Equity Distribution Agreement contains representations, warranties and covenants that are customary for transactions of
this type. The Company has agreed to provide BTIG with customary indemnification rights with respect to certain liabilities, including
liabilities under the Securities Act and the Securities Exchange Act of 1934, as amended.
The
Company currently intends to use any net proceeds from the Offering for its operations, including, but not limited to, research and development,
sales and marketing, and working capital and other general corporate purposes, and any other purposes that may be stated in any future
prospectus supplement.
The
foregoing description of the Equity Distribution Agreement does not purport to be complete and is qualified in its entirety by reference
to the full text of the Equity Distribution Agreement, which is filed as Exhibit 10.1 to this Current Report on Form 8-K and incorporated
by reference into this Item 1.01. A copy of the opinion of Greenberg Traurig, LLP relating to the legality of the securities is filed
as Exhibit 5.1 to this Current Report on Form 8-K and incorporated by reference into this Item 1.01.
This
Current Report on Form 8-K shall not constitute an offer to sell or the solicitation of an offer to buy the Shares, nor shall there be
any offer, solicitation or sale of the Shares in any state or country in which such offer, solicitation or sale would be unlawful prior
to registration or qualification under the securities laws of any such state or country.
As
previously disclosed, on May 31, 2024, the Company entered into that certain equity distribution agreement (the “Piper EDA”)
with Piper Sandler & Co., as sales agent (“Piper Sandler”), with respect
to the issuance and sale of up to $75,000,000 of Shares, from time to time in an “at the market offering” registered pursuant
the Company’s Registration Statement (the “Prior ATM Offering”).
Effective
as of April 3, 2026, the Company terminated (i) the Piper EDA and (ii) the prospectus related to the Prior ATM Offering. The Company
is not subject to any termination penalties related to the termination of the Piper EDA. As of the date hereof, the Company sold 1,361,519
shares of common stock pursuant to the Piper EDA. As a result of the termination of the Piper EDA,
the Company will not offer or sell any shares under the Prior ATM Offering.
A
copy of the Piper EDA was
filed as Exhibit 1.2 to the Registration Statement. The description of the Piper EDA contained
in this Current Report on Form 8-K does not purport to be complete and is qualified in its entirety by reference to the copy of the Piper
EDA filed as Exhibit 1.2 to the Registration Statement.
| Item
9.01 |
Financial
Statements and Exhibits. |
(d)
Exhibits
Exhibit
Number |
|
Description |
| 5.1 |
|
Opinion of Greenberg Traurig, LLP |
| 10.1 |
|
Equity Distribution Agreement by and between InspireMD, Inc. and BTIG, LLC, dated April 3, 2026 |
| 23.1 |
|
Consent of Greenberg Traurig, LLP (included in Exhibit 5.1 hereto) |
| 104 |
|
Cover
Page Interactive Data File (embedded within the Inline XBRL document) |
SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its
behalf by the undersigned hereunto duly authorized.
| |
InspireMD,
Inc. |
| |
|
| Date:
April 3, 2026 |
By: |
/s/
Michael Lawless |
| |
Name: |
Michael
Lawless |
| |
Title: |
Chief
Financial Officer |