[Form 3] InspireMD, Inc. Initial Statement of Beneficial Ownership

Rhea-AI Filing Summary

InspireMD director Danny L. Dearen reported beneficial ownership of 58,017 shares of the company's common stock, comprised of 2,000 shares purchased on the open market and 56,017 restricted shares that are stated to vest on September 16, 2026 subject to continued service, with a provision that unvested shares will fully vest if he is not reelected or not nominated for reelection at the 2026 annual meeting. The filing also shows options to purchase 28,206 shares of common stock at an exercise price of $2.41. The option entry lists an exercisable date of 09/16/2035 in the table while the explanation states the options vest on 09/16/2026, creating an inconsistency in exercisability timing in the filing.

Positive

• Director ownership disclosed: 58,017 common shares reported, including open-market purchase and restricted shares
• Equity alignment: Restricted shares and options link director interests with shareholders through vesting and acceleration provisions

Negative

• Inconsistent exercisability/vesting dates: Table lists options exercisable 09/16/2035 while the explanation states vesting on 09/16/2026, creating ambiguity
• No expiration date provided for options in explanation: The filing does not reconcile exercisable and expiration timelines in the narrative

Insights

Corporate Governance Expert

TL;DR: Director Dearen holds common stock and options with vesting tied to continued service and board reelection conditions; filing is routine but contains a date discrepancy.

The filing documents a director-level equity stake that aligns management and director incentives with shareholders through restricted stock and stock options. The restricted shares and options include a standard continued-service vesting schedule and acceleration on failure to be nominated or reelected, which is a common retention/transition provision. The inconsistent exercisable date for the options between the table (09/16/2035) and the explanatory text (vesting on 09/16/2026) should be clarified by an amendment to avoid confusion about when the options can be exercised.

Securities Compliance Analyst

TL;DR: Form 3 correctly reports initial beneficial ownership amounts and option terms, but the conflicting dates warrant a corrective filing for accuracy.

As an initial Section 16 filing, this Form 3 discloses direct ownership of 58,017 shares and options for 28,206 shares at $2.41 exercise price. The disclosure includes customary vesting tied to continued service and accelerated vesting if the director is not nominated or reelected. From a compliance perspective the material facts are reported, however the mismatch between the table's stated exercisable date and the explanation's vesting date creates ambiguity that could be addressed by an amended Form 3 to ensure the record accurately reflects exercisability and vesting timelines.

SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person^*

Dearen Danny L.

(Last) (First) (Middle)

C/O INSPIREMD, INC.

6303 WATERFORD DISTRICT DRIVE, SUITE 215

(Street)

MIAMI FL 33126

(City) (State) (Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
09/16/2025

3. Issuer Name and Ticker or Trading Symbol
InspireMD, Inc. [ NSPR ]

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director		10% Owner
	Officer (give title below)		Other (specify below)

5. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock	58,017(1)	D

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Options to purchase common stock (right to buy)	(2)	09/16/2035	Common Stock	28,206	$2.41	D

Explanation of Responses:

1. These shares of common stock represent (1) 2,000 shares of common stock purchased by the Reporting Person on the open market and (2) 56,017 shares of restricted stock, which vest on September 16, 2026, subject to the Reporting Person's continued service, provided that in the event that the Reporting Person 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 shares of restricted stock will vest in full and become exercisable on the date of the decision not to reelect or nominate him (as applicable).

2. The options vest and become exercisable on September 16, 2026, subject to the Reporting Person's continued service, provided that in the event that the Reporting Person 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 will vest in full and become exercisable on the date of the decision not to reelect or nominate him (as applicable).

	/s/ Danny L. Dearen	09/23/2025
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 5 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

FAQ

What did Danny L. Dearen report on his Form 3 for InspireMD (NSPR)?

The Form 3 reports 58,017 shares of common stock (2,000 purchased and 56,017 restricted) and options to purchase 28,206 shares at an exercise price of $2.41.

When do the restricted shares and options vest according to the filing?

The restricted shares are stated to vest on September 16, 2026 subject to continued service; the explanatory text also states the options vest on September 16, 2026, but the table lists an exercisable date of 09/16/2035.

Are there any acceleration provisions for vesting disclosed?

Yes. The filing states unvested restricted shares and options will vest in full if the reporting person is not reelected or not nominated for reelection at the Company's 2026 annual meeting, with vesting on the decision date.

What is the exercise price for the reported options?

The options to purchase common stock have an exercise price of $2.41 per share.

Does the Form 3 indicate whether the ownership is direct or indirect?

The Form 3 indicates direct (D) ownership for both the reported common stock and the options.