How did InspireMD (NSPR) stockholders vote on the authorized share increase proposal?

For the authorized share increase, there were 31,577,297 votes for, 3,009,107 against, 44,944 withheld, and no broker non-votes. This voting result approved the amendment to increase authorized common shares to 250,000,000.

InspireMD (NSPR) holders OK 250M authorized shares, re-elect directors

Q: How many InspireMD (NSPR) shares were outstanding and entitled to vote at the 2026 annual meeting?

InspireMD had 46,892,979 shares of common stock issued, outstanding, and entitled to vote as of April 10, 2026. Each share carried one vote on the proposals presented at the 2026 annual meeting of stockholders.

Q: What was the quorum at InspireMD’s 2026 annual stockholder meeting?

A quorum was reached with 34,631,348 shares present in person or represented by proxy, equal to 73.85% of outstanding shares as of the April 10, 2026 record date, allowing business to be conducted.

Q: Which directors were re-elected at InspireMD’s 2026 annual meeting?

Stockholders re-elected Marvin Slosman , Raymond Cohen , and Dan Dearen as Class 3 directors. They will serve three-year terms, or until their respective successors are elected and qualified, based on the voting results disclosed.

Q: Which auditing firm did InspireMD stockholders ratify for the 2026 fiscal year?

Stockholders ratified Kesselman & Kesselman , a member of PricewaterhouseCoopers International Limited, as InspireMD’s independent registered public accounting firm for the 2026 fiscal year, with 34,355,150 votes for, 244,248 against, and 31,950 abstentions.

Filing Impact

(Moderate)

Filing Sentiment

(Neutral)

Form Type

8-K

Rhea-AI Filing Summary

InspireMD, Inc. reported results of its 2026 annual stockholder meeting. Stockholders approved an amendment to the Amended and Restated Certificate of Incorporation increasing authorized common shares from 150,000,000 to 250,000,000, effective upon filing a Certificate of Amendment in Delaware on June 3, 2026.

As of April 10, 2026, there were 46,892,979 common shares outstanding, and 34,631,348 shares, or 73.85%, were present in person or by proxy, constituting a quorum. Stockholders re-elected Marvin Slosman, Raymond Cohen and Dan Dearen as Class 3 directors for three-year terms, approved the authorized share increase, and ratified Kesselman & Kesselman, a member of PricewaterhouseCoopers International Limited, as independent registered public accounting firm for the 2026 fiscal year.

8-K Event Classification

3 items: 5.03, 5.07, 9.01

3 items

Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year Governance

The company amended its charter documents, bylaws, or changed its fiscal year.

Item 5.07 Submission of Matters to a Vote of Security Holders Governance

Results of a shareholder vote on proposals at an annual or special meeting.

Item 9.01 Financial Statements and Exhibits Exhibits

Financial statements, pro forma financial information, and exhibit attachments filed with this report.

Key Figures

Authorized common shares before: 150,000,000 shares Authorized common shares after: 250,000,000 shares Shares outstanding: 46,892,979 shares +4 more

7 metrics

Authorized common shares before 150,000,000 shares Authorized common stock prior to amendment

Authorized common shares after 250,000,000 shares Authorized common stock after amendment on June 3, 2026

Shares outstanding 46,892,979 shares Common stock issued and outstanding as of April 10, 2026

Shares present at meeting 34,631,348 shares Shares present or represented by proxy (quorum) at annual meeting

Quorum percentage 73.85% Portion of outstanding shares represented at annual meeting

Votes for share increase 31,577,297 votes Votes in favor of increasing authorized common shares

Votes for auditor ratification 34,355,150 votes Votes for Kesselman & Kesselman as 2026 auditor

Key Terms

Amended and Restated Certificate of Incorporation, Certificate of Amendment, record date, broker non-votes, +2 more

6 terms

Amended and Restated Certificate of Incorporation regulatory

"an amendment to the Company’s Amended and Restated Certificate of Incorporation to increase the authorized number of shares"

A company’s amended and restated certificate of incorporation is an updated version of its foundational legal charter that replaces the older document and folds in all changes into one clear copy; it spells out corporate structure, classes of stock, shareholder rights and key governance rules. Investors care because it can change who controls the company, how votes are counted, what claims shareholders have on assets or dividends, and can introduce or remove protections against takeovers—like updating a house title after a major renovation to show who owns what and under what rules.

Certificate of Amendment regulatory

"The Amendment became effective upon the Company’s filing of a Certificate of Amendment to the Company’s Amended and Restated Certificate"

A certificate of amendment is an official filing that updates a company’s founding documents—its legal “rulebook” that sets share structure, voting rules, name and basic purpose. Think of it like changing the blueprint of a building: small changes are paperwork, big ones can alter who owns how much and who controls decisions. Investors watch these filings because they can affect share counts, voting power, dilution and company value.

record date financial

"As of April 10, 2026, the record date for the Annual Meeting, there were 46,892,979 shares"

The record date is the specific day when a company determines which shareholders are eligible to receive a dividend or participate in an upcoming vote. It’s like a cutoff date; if you own the stock on that day, you get the benefits or voting rights. This date matters because it decides who qualifies for certain company benefits.

broker non-votes financial

"The votes were as follows Marvin Slosman | 25,086,284 | 1,728,950 | 7,816,114 broker non-votes"

Broker non-votes occur when a brokerage firm is unable to vote on a shareholder’s behalf during a company election or decision because the shareholder has not given specific voting instructions, and the broker is not allowed or chooses not to vote on certain matters. They are important because they can affect the outcome of votes, especially when the results are close, by effectively reducing the total number of votes cast.

independent registered public accounting firm financial

"the Company’s independent registered public accounting firm for the 2026 fiscal year"

An independent registered public accounting firm is an outside accounting company officially registered with the government regulator to examine and report on a public company's financial records and controls. Investors treat its reports like an impartial inspector’s certificate — they add credibility to financial statements, help spot errors or misleading claims, and reduce the risk that shareholders are relying on unchecked or biased numbers.

quorum financial

"34,631,348, or 73.85%, were present in person or represented by proxy, which constituted a quorum"

A quorum is the minimum number of members needed to officially hold a meeting or make decisions. It ensures that decisions are made with enough participation to represent the group’s interests, much like a majority must be present for a vote to be valid. For investors, understanding quorum is important because it affects when and how important company or organization decisions can be legally made.

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Understanding 8-K Material Events →

06/03/2026 - 04:05 PM

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): June 3, 2026

InspireMD, Inc.

(Exact name of registrant as specified in its charter)

Delaware	001-35731	26-2123838
(State or other jurisdiction	(Commission	(IRS Employer
of incorporation)	File Number)	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 5.03 Amendment to Articles of Incorporation or Bylaws; Change in Fiscal Year.

As further described in Item 5.07 below, on June 3, 2026, InspireMD, Inc. (the “Company”) held its 2026 annual meeting of stockholders (the “Annual Meeting”). At the Annual Meeting, the stockholders approved, among other things, an amendment to the Company’s Amended and Restated Certificate of Incorporation to increase the authorized number of shares of the Company’s common stock from 150,000,000 shares to 250,000,000 shares (the “Amendment”). The Amendment became effective upon the Company’s filing of a Certificate of Amendment to the Company’s Amended and Restated Certificate of Incorporation with the Secretary of State of Delaware on June 3, 2026 (the “Certificate of Amendment”). The foregoing description of the Amendment is qualified in its entirety by reference to the full text of the Certificate of Amendment, a copy of which is attached as Exhibit 3.1 hereto and is incorporated by reference herein.

Item 5.07. Submission of Matters to a Vote of Security Holders.

On June 3, 2026, the Company held its Annual Meeting. As of April 10, 2026, the record date for the Annual Meeting, there were 46,892,979 shares of common stock issued and outstanding and entitled to vote on the proposals presented at the Annual Meeting, of which 34,631,348, or 73.85%, were present in person or represented by proxy, which constituted a quorum. The holders of shares of the Company common stock are entitled to one vote for each share held. Set forth below are the final voting results for each of the proposals submitted to a vote of the Company’s stockholders at the Annual Meeting.

Proposal No. 1 - Election of Directors.

The stockholders re-elected Marvin Slosman, Raymond Cohen and Dan Dearen to serve on the board of directors of the Company, as Class 3 directors, for a term of three years or until their respective successor is elected and qualified. The votes were as follows:

Director Name	For	Withheld	Broker Non-Votes
Marvin Slosman	25,086,284	1,728,950	7,816,114
Raymond Cohen	22,733,263	4,081,971	7,816,114
Dan Dearen	22,750,906	4,064,328	7,816,114

Proposal No. 2 – Increase in Authorized Shares.

The stockholders approved an amendment to the Company’s Amended and Restated Certificate of Incorporation to increase the authorized number of shares of the Company’s common stock from 150,000,000 shares to 250,000,000 shares. The votes were as follows:

For		Against		Withheld		Broker Non-Votes
31,577,297		3,009,107		44,944		0

Proposal No. 3 - Ratification of Auditors.

The stockholders ratified the appointment of Kesselman & Kesselman, a member of PricewaterhouseCoopers International Limited, as the Company’s independent registered public accounting firm for the 2026 fiscal year. The votes were as follows:

For		Against		Abstain
34,355,150		244,248		31,950

Based on the foregoing votes, Proposals 1 through 3 were approved. As there were sufficient votes to approve the proposals, the proposal to approve an adjournment of the Annual Meeting to a later date or dates, if necessary, to permit further solicitation and vote of proxies in the event there are not sufficient votes to establish a quorum or in favor of proposals 1 through 3 was not presented to the Company’s stockholders.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

Exhibit Number		Description
3.1		Certificate of Amendment to Amended and Restated Certificate of Incorporation of InspireMD, Inc.
104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

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.

	INSPIREMD, INC.

Date: June 3, 2026	By:	/s/ Marvin Slosman
	Name:	Marvin Slosman
	Title:	Chief Executive Officer

Source: View Original Filing on SEC EDGAR

FAQ

What change to authorized shares did InspireMD (NSPR) approve?

Stockholders approved increasing authorized common stock from 150,000,000 to 250,000,000 shares. This change became effective when a Certificate of Amendment to the Amended and Restated Certificate of Incorporation was filed with the Delaware Secretary of State on June 3, 2026.

How many InspireMD (NSPR) shares were outstanding and entitled to vote at the 2026 annual meeting?

InspireMD had 46,892,979 shares of common stock issued, outstanding, and entitled to vote as of April 10, 2026. Each share carried one vote on the proposals presented at the 2026 annual meeting of stockholders.

What was the quorum at InspireMD’s 2026 annual stockholder meeting?

A quorum was reached with 34,631,348 shares present in person or represented by proxy, equal to 73.85% of outstanding shares as of the April 10, 2026 record date, allowing business to be conducted.

Which directors were re-elected at InspireMD’s 2026 annual meeting?

Stockholders re-elected Marvin Slosman, Raymond Cohen, and Dan Dearen as Class 3 directors. They will serve three-year terms, or until their respective successors are elected and qualified, based on the voting results disclosed.

Which auditing firm did InspireMD stockholders ratify for the 2026 fiscal year?

Stockholders ratified Kesselman & Kesselman, a member of PricewaterhouseCoopers International Limited, as InspireMD’s independent registered public accounting firm for the 2026 fiscal year, with 34,355,150 votes for, 244,248 against, and 31,950 abstentions.

Filing Exhibits & Attachments

4 documents