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UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
DC 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): July 30, 2025
InspireMD,
Inc.
(Exact
Name of Registrant as Specified in Its Charter)
Delaware
(State
or Other Jurisdiction of Incorporation)
| 001-35731 |
|
26-2123838 |
(Commission
File
Number) |
|
(IRS
Employer
Identification
No.) |
6303
Waterford District Drive, Suite 215
Miami,
Florida |
|
33126 |
| (Address
of Principal Executive Offices) |
|
(Zip
Code) |
(888)
776-6804
(Registrant’s
Telephone Number, Including Area Code)
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, par value $0.0001 per share |
|
NSPR |
|
The
Nasdaq Capital Market LLC |
Indicate
by check mark whether the registrant is an emerging growth company as defined in 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
July 30, 2025, InspireMD, Inc. (the “Company”) entered into a securities purchase agreement (the “Purchase Agreement”)
with investors pursuant to which the Company agreed to sell and issue in a private placement (the “Private Placement Offering”)
an aggregate of 6,791,380 shares (the “Private Placement Shares”) of the Company’s common stock, par value $0.0001
per share (the “Common Stock”) and pre-funded warrants (the “Pre-Funded Warrants”) to purchase up to 9,764,804
shares of Common Stock, at an offering price of $2.42 per Private Placement Shares and an offering price of $2.4199 per Pre-Funded Warrant.
The Pre-Funded Warrants will be immediately exercisable at an exercise price of $0.0001 per share and will not expire until exercised
in full. Certain of the Company’s directors participated in the Private Placement Offering.
Aggregate
gross proceeds to the Company in respect of the Private Placement Offering are approximately $40.1 million, before deducting fees payable
to the placement agent and other offering expenses payable by the Company. The Private Placement Offering is expected to close on or
about August 1, 2025 (the “Closing Date”).
In
connection with the Purchase Agreement, the Company entered into a registration rights agreement (the “Registration Rights Agreement”).
Pursuant to the Registration Rights Agreement, the Company is required to file a resale registration statement (the “Registration
Statement”) with the Securities and Exchange Commission (the “SEC”) to register for resale the Private Placement Shares
and the shares of Common Stock issuable upon exercise of the Pre-Funded Warrants, within 20 days of the signing date of the Purchase
Agreement (the “Signing Date”), and to have such Registration Statement declared effective within 45 days after the Signing
Date in the event the Registration Statement is not reviewed by the SEC, or 90 days of the Signing Date in the event the Registration
Statement is reviewed by the SEC. The Company will be obligated to pay certain liquidated damages if the Company fails to file the Registration
Statement when required, fails to cause the Registration Statement to be declared effective by the SEC when required, or if the Company
fails to maintain the effectiveness of the Registration Statement.
The
Purchase Agreement and the Registration Rights Agreement contain representations, warranties, indemnification and
other provisions customary for transactions of this nature. In addition, subject to limited exceptions, the Purchase Agreement provides
that for a period of six months following the closing of the offering, the Company will not effect or enter into an agreement to effect
a “variable rate transaction” as defined in the Purchase Agreement. In addition, pursuant to the Purchase Agreement, the
Company agreed to abide by certain customary standstill restrictions for a period of six months following the closing of the offering.
The
Company agreed to pay the placement agent for the offering a placement fee equal to 6.0% of the aggregate gross proceeds from the closing
of the Private Placement Offering and expense reimbursement of up to $75,000.
The
Private Placement Shares and the Pre-Funded Warrants to be issued in the Private Placement Offering and the shares of Common Stock underlying
such Pre-Funded Warrants are being offered and sold pursuant to an exemption from the registration requirements under Section 4(a)(2)
of the Securities Act of 1933, as amended (the “Securities Act”). The investors have represented that they are accredited
investors, as that term is defined in Regulation D, or qualified institutional buyers as defined in Rule 144(A)(a), and have acquired
such securities for their own account and have no arrangements or understandings for any distribution thereof. The offer and sale of
the foregoing securities is being made without any form of general solicitation or advertising. The Private Placement Shares and Pre-Funded
Warrants to be issued in the Private Placement Offering, and the shares of Common Stock underlying such Pre-Funded Warrants have not
been registered under the Securities Act or applicable state securities laws. Accordingly, such securities may not be offered or sold
in the United States except pursuant to an effective registration statement or an applicable exemption from the registration requirements
of the Securities Act and such applicable state securities laws.
This
Current Report on Form 8-K shall not constitute an offer to sell or the solicitation to buy nor shall there be any sale of the shares
or warrants in any state or 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 jurisdiction.
The
foregoing descriptions of the Purchase Agreement, the Pre-Funded Warrants and the Registration Rights Agreement are not complete, and
are qualified in their entireties by reference to the full text of such documents, copies of which are filed as exhibits to this Current
Report on Form 8-K and are incorporated by reference herein.
Warning
Concerning Forward Looking Statements
This
Current Report on Form 8-K contains statements which constitute forward looking statements within the meaning of the Private Securities
Litigation Reform Act of 1995 and other securities laws. These forward-looking statements are based upon the Company’s present
intent, beliefs or expectations, but forward-looking statements are not guaranteed to occur and may not occur for various reasons, including
some reasons which are beyond the Company’s control. For example, this Current Report states that the Private Placement Offering
is expected to close on or about August 1, 2025. In fact, the closing of the Private Placement Offering is subject to various conditions
and contingencies as are customary in securities purchase agreements in the United States. If these conditions are not satisfied or the
specified contingencies do not occur, this offering may not close. For this reason, among others, you should not place undue reliance
upon the Company’s forward-looking statements. Except as required by law, the Company undertakes no obligation to revise or update
any forward-looking statements in order to reflect any event or circumstance that may arise after the date of this Current Report.
Item
3.02 Unregistered Sales of Equity Securities.
The
information under Item 1.01 of this Current Report on Form 8-K regarding the unregistered securities described herein is incorporated
herein by reference.
Item
5.02 Departure of Directors or Certain Officers; Appointment of Certain Officers
Increase
in size of Board; Appointment of New Director
On
July 31, 2025, the board of directors (the “Board”) of Company increased the size of the Board from seven (7) to eight (8)
directors and appointed Mr. Raymond W. Cohen as a Class 3 member of the Board to fill the newly created vacancy, effective as of the
Closing Date, with a term expiring at the Company’s 2026 annual meeting of stockholders. In connection with his appointment, effective
as of the Closing Date, Mr. Cohen will be granted (a) stock options to purchase shares of the Company’s common stock (the “Options”),
and (b) restricted shares of the Company’s common stock (the “Restricted Stock”) under the Company’s 2021 Equity
Compensation Plan, with the aggregate value of such grant being approximately $180,000 and allocated 75% in the Restricted Stock and
25% in the Options. The Options have an exercise price equal to the closing price of the Company’s common stock on the date of
grant and have a term of 10 years from the date of grant. The Options and the Restricted Stock will vest and become exercisable, if applicable,
on the one-year anniversary of the date of the grant, subject to Mr. Cohen’s continued service to the Company, provided that in
the event that Mr. Cohen is either (i) not reelected as a director at the Company’s 2026 annual meeting of stockholders, or (ii)
not nominated for reelection as a director at the Company’s 2026 annual meeting of stockholders, any unvested Options or Restricted
Stock will vest in full and become exercisable, if applicable, on the date of the decision not to reelect or nominate him (as applicable).
Most
recently, from 2013 to late 2024, Mr. Cohen served as the Chief Executive Officer and a member of the board of directors of Axonics,
Inc. (Nasdaq: AXNX), a medical device company with implantable technologies to treat bladder and bowel disorders, which was sold to Boston
Scientific Corporation (NYSE: BSX) in November 2024. Mr. Cohen currently also serves as an independent director for Kestra Medical Technologies,
Ltd. (Nasdaq: KMTS). From 2023 to 2025, Mr. Cohen served as the chairman of the board of directors of SoniVie Ltd until it was acquired
by Boston Scientific Corporation in March 2025. Mr. Cohen currently serves as chairman of the boards of directors of the privately held
companies Nalu Medical Inc. and Archimedes Vascular, vice chairman of the board of directors of the privately held company Tulavi Medical,
and a member of the board of directors of the private equity sponsor-backed company Spectrum Vascular. Previously, Mr. Cohen served as
chairman of the board of directors of BioLife Solutions Inc. (Nasdaq: BLFS) and as a director of Spectrum Pharmaceuticals Inc. (Nasdaq:
SPPI). Mr. Cohen received his B.S. in Business Management from Binghamton University.
The
Board has determined that Mr. Cohen is independent under the applicable rules of the SEC and The Nasdaq Stock Market.
Since
the beginning of Company’s last fiscal year, the Company has not engaged in any transaction, or any currently proposed transaction,
in which Mr. Cohen had or will have a direct or indirect material interest that would require disclosure pursuant to Item 404(a) of Regulation
S-K promulgated by the SEC.
Mr.
Cohen will participate in the Company’s standard non-employee director compensation arrangements which includes the right to annual
cash payments with respect to Board and applicable committee service and an annual grant of equity awards under the Company’s equity
compensation plans.
Other
Board Composition Changes
In
addition, on July 31, 2025, Kathryn Arnold and Thomas Kester, current members of the Board, each notified the Company that they do not
intend to stand for reelection as Class 3 directors at the Company’s 2026 annual meeting of shareholders, and they expect to resign
from the Board and applicable committee roles on or about December 31, 2025.
Ms.
Arnold’s and Mr. Kester’s decisions to not stand for reelection and expected resignations are voluntary and not due to any disagreement
with the Company, its Board, or management on any matter relating to the Company’s operations, policies or practices.
The
Board and its Nominating and Corporate Governance Committee will assess and fill the vacancies on the committees of the Board expected
to be created by such resignations when effective.
Item
7.01 Regulation FD Disclosure.
On
July 31, 2025, the Company also issued a press release announcing the Private Placement Offering and Series I Warrant Exercise (as
defined below) and another press release announcing the appointment of Ray Cohen to the Board. Copies of these press releases are
attached hereto as Exhibit 99.1 and Exhibit 99.2, respectively.
In
accordance with General Instruction B.2 of Form 8-K, the information in this Current Report on Form 8-K that is furnished pursuant to
this Item 7.01, including Exhibit 99.1, shall not be deemed to be “filed” for the purposes of Section 18 of the Securities
Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, and
shall not be incorporated by reference into any registration statement or other document filed under the Securities Act of 1933, as amended,
or the Exchange Act, except as shall be expressly set forth by specific reference in such filing.
Item 8.01 Other Events.
On July 31, 2025, the Company announced the completion of the full exercise of 12.9 million of
the Company’s Series I warrants (the “Series I Warrant Exercise”). The Series I warrants were converted into 2,352,393
common shares and 10,561,685 of pre-funded warrants. The gross proceeds to the Company from the Series I Warrant Exercise were approximately
$17.9 million. The Series I warrants, each exercisable at $1.3827 per common share and $1.3826 per pre-funded warrant, were issued as
part of the previous private placement financing that the Company consummated on May 15, 2023.
Item
9.01 Financial Statements and Exhibits.
(d)
Exhibits
| Exhibit
Number |
|
Description |
| 10.1 |
|
Form of Securities Purchase Agreement |
| 10.2 |
|
Form of Pre-Funded Warrant |
| 10.3 |
|
Form of Registration Rights Agreement |
| 99.1 |
|
Press Release regarding Private Placement Offering, dated July 31, 2025 |
| 99.2 |
|
Press Release announcing the appointment of Ray Cohen to the Board, dated July 31, 2025 |
| 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:
July 31, 2025 |
By: |
/s/
Michael Lawless |
| |
Name: |
Michael
Lawless |
| |
Title: |
Chief
Financial Officer |
