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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): September 13, 2025
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
5.02 Departure of Directors or Certain Officers; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
On
September 13, 2025, Mr. Thomas J. Kester, a Class III member of the board of directors of InspireMD, Inc. (the “Board” and
the “Company”, respectively), a member of the compensation committee of the Board (the “Compensation Committee”),
and the chairman of the audit committee of the Board (the “Audit Committee”), tendered his resignation from the Board, effective
September 16, 2025. Mr. Kester’s resignation from the Board was not due to any disagreement with the Company, the Board or the
management of the Company on any matter relating to the Company’s operations, policies, practices or otherwise.
On
September 16, 2025, the Board appointed Mr. Danny Lee Dearen Jr. as a Class III member of the Board, effective as of that date, with
a term expiring at the Company’s 2026 annual meeting of stockholders. In connection with his appointment, Mr. Dearen was also appointed
as the chairman of the Audit Committee and a member of the Compensation Committee.
In
connection with his appointment, on September 16, 2025, Mr. Dearen was granted (a) options to purchase shares of common stock (“Options”),
and (b) restricted shares of the Company’s common stock (“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 Restricted Stock and
25% in Options. The Options have an exercise price equal to the closing price of the Company’ 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 on the one-year
anniversary of the date of the grant, subject to Mr. Dearen’s continued service to the Company, provided that in the event that
Mr. Dearen 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 on the date of the decision not to reelect or nominate him (as applicable).
Mr.
Dearen has served as a member of the board of directors of Beta Bionics, Inc. (Nasdaq: BBNX), a
medical device company engaged in the design, development, and commercialization of innovative solutions to improve the health
and quality of life of insulin-requiring people with diabetes, since October 2024. Mr. Dearen previously worked at Axonics, Inc. (Nasdaq:
AXNX), a medical device company, serving as Chief Operating Officer and Chief Financial Officer from October 2013 to August 2018 and
as President and Chief Financial Officer from August 2018 to October 2023. Previously, he served as Chief Operating Officer and Chief
Financial Officer of Vessix Vascular Inc. from July 2009 to November 2012, Chief Financial Officer of Miraval Holding from December 2004
to November 2008, and Chief Financial Officer of Q3DM, Fairbanks Systems Group, ESI Software, and Medication Delivery Devices from January
1995 to November 2004. Mr. Dearen also serves on the boards of several privately held companies, including JenaValve Technology, Inc.,
a developer and manufacturer of transcatheter aortic valve replacement systems, since January 2023. He previously served on the board
of directors of Endotronix, Inc., a developer and manufacturer of digital health management solutions for patients suffering from heart
failure, from March 2021 until its acquisition by Edwards Lifesciences in August 2024. Mr. Dearen received his B.B.A. in Accounting and
Business from Southern Methodist University and his M.B.A. from Boston College.
The
Board has determined that Mr. Dearen is independent under the applicable rules of the SEC and The Nasdaq Stock Market and is an “audit
committee financial expert” within the meaning of Item 407(d)(5) of Regulation S-K.
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. Dearen 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.
Dearen 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.
In
connection with Mr. Kester’s resignation from the Board, in recognition of the dedicated service of Mr. Kester to the Company,
and notwithstanding the termination of Mr. Kester’s service, the Compensation Committee approved the acceleration of unvested equity
awards held by Mr. Kester, the extension of the expiration dates of stock option awards held by Mr. Kester for a period of two years
from the effective date of Mr. Kester’s resignation from the Board, the payment of four additional quarters of Board, Audit Committee
chairman and Compensation Committee member fees, and the grant of shares of the Company’s common stock and Options, at
an exercise price for the Options equal to the closing fair market value of the Company’s common stock on September 15, 2025, in
an aggregate amount of approximately $120,000 allocated 75% in common stock and 25% in Options.
Item
7.01. Regulation FD Disclosure.
On
September 17, 2025, the Company issued a press release titled “InspireMD Announces the Appointment of Dan Dearen to its Board of
Directors”. A copy of the press release is furnished herewith as Exhibit 99.1 to this Current Report on Form 8-K and incorporated
by reference in this Item 7.01.
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
9.01 Financial Statements and Exhibits.
(d)
Exhibits.
Exhibit
Number |
|
Description |
| 99.1 |
|
Press Release, dated September 17, 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: |
September
17, 2025 |
By: |
/s/
Marvin Slosman |
| |
|
Name: |
Marvin
Slosman |
| |
|
Title: |
Chief
Executive Officer |
