As
filed with the Securities and Exchange Commission on November 18, 2025
Registration
No. 333-
United
States
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
D.C. 20549
FORM
S-8
REGISTRATION
STATEMENT
UNDER
THE
SECURITIES ACT OF 1933
INSPIREMD,
INC.
(Exact
name of registrant as specified in its charter)
| Delaware |
|
26-2123838 |
(State
or other jurisdiction of
incorporation
or organization) |
|
(I.R.S.
Employer
Identification
No.) |
6303
Waterford District Drive
Suite
215
Miami,
Florida 33126
(Address
of Principal Executive Offices)
InspireMD,
Inc. 2021 Equity Compensation Plan
(Full
title of the plan)
Marvin
Slosman
President
and Chief Executive Officer
InspireMD,
Inc.
6303
Waterford District Drive
Suite
215
Miami,
Florida 33126
(888)
776-6804
(Name,
Address and Telephone Number of Agent For Service)
Copies
to:
Raffael
M. Fiumara, Esq.
Gary
Emmanuel, Esq.
Sami
B. Ghneim, Esq.
Greenberg
Traurig, P.A.
333
S.E. 2nd Avenue, Suite 4400
Miami,
Florida 33131
Tel:
(305) 579-0500
Indicate
by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting
company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,”
“smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act
| Large
accelerated filer ☐ |
|
Accelerated
filer ☐ |
|
Non-accelerated
filer ☒ |
|
Smaller
reporting company ☒ |
|
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 7(a)(2)(B) of the Securities Act. ☐
EXPLANATORY
NOTE
InspireMD,
Inc. 2021 Equity Compensation Plan
The
purpose of this Registration Statement on Form S-8 (this “Registration Statement”) is for InspireMD, Inc. (the “Company”)
to register an additional 4,723,370 shares of common Stock, par value $0.0001 per share, for issuance under the Company’s 2021
Equity Compensation Plan (the “Plan”). In accordance with General Instruction E of Form S-8, the contents of the Company’s
Registration Statements on Form S-8 (File Nos. 333-260216 and 333-272003), filed with the Securities and Exchange Commission (the “Commission”)
on October 13, 2021 and May 17, 2023, respectively, are incorporated herein by reference and the information required by Part II is omitted,
except as supplemented by the information set forth below.
PART
I
INFORMATION
REQUIRED IN THE SECTION 10(a) PROSPECTUS
Item
1. Plan Information.*
Item
2. Registrant Information and Employee Plan Annual Information. *
*
The documents containing the information specified in this Part I of Form S-8 (plan information and Registrant information and employee
plan annual information) will be sent or given to employees as specified by the Commission pursuant to Rule 428(b)(1) of the Securities
Act. Such documents are not required to be and are not filed with the Commission either as part of this Registration Statement or as
prospectuses or prospectus supplements pursuant to Rule 424. These documents and the documents incorporated by reference in this Registration
Statement pursuant to Item 3 of Part II hereof, taken together, constitute a prospectus that meets the requirements of Section 10(a)
of the Securities Act.
PART
II
INFORMATION
REQUIRED IN THE REGISTRATION STATEMENT
Item
3. Incorporation of Documents by Reference.
The
following documents, which have been filed by the Company with the Commission are incorporated by reference in and made a part of this
registration statement, as of their respective dates:
| |
(a) |
the
Company’s Annual Report on Form 10-K for the year ended December 31, 2024, filed with the Commission on March 12, 2025; |
| |
|
|
| |
(b) |
the
Company’s Quarterly Reports on Form 10-Q for the quarters ended March 31, 2025, June 30, 2025 and September 30, 2025, filed
with the Commission on May 8, 2025, August 4, 2025 and November 10, 2025, respectively; |
| |
|
|
| |
(c) |
the
Company’s Definitive Proxy Statement on Schedule 14A filed on April 15, 2025, to the extent specifically incorporated by reference
into Part III of the Annual Report on Form 10-K for the fiscal year ended December 31, 2024, filed with the Commission on March 12,
2025; |
| |
|
|
| |
(c) |
the
Current Reports on Form 8-K (other than the information furnished pursuant to Item 2.02 or 7.01 thereof or related exhibits furnished
pursuant to Item 9.01 thereof) filed with the SEC on March 12, 2025, May 9, 2025, June 3, 2025, June 3, 2025, June 13, 2025, June 24, 2025, July 9, 2025, July 31, 2025, August 5, 2025, September 8, 2025, September 17, 2025 and November 4, 2025; and |
| |
|
|
| |
(d) |
the
description of the Company’s Common Stock in Exhibit 4.1 to the Annual Report on Form 10-K for the fiscal year ended December
31, 2024, filed with the SEC on March 12, 2025, and as may be further updated or amended in any amendment or report filed for such
purpose. |
All
documents subsequently filed by us with the Commission pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act
of 1934, as amended, prior to the filing of a post-effective amendment which indicates that all securities offered have been sold or
which deregisters all securities then remaining unsold, shall be deemed to be incorporated by reference in this registration statement
and to be part hereof from the date of filing of such documents.
Any
statement contained in a document incorporated or deemed to be incorporated by reference herein shall be deemed to be modified or superseded
for purposes of this registration statement to the extent that a statement herein, or in any subsequently filed document which also is
or is deemed to be incorporated by reference, modifies or supersedes such statement. Any statement so modified or superseded shall not
be deemed, except as so modified or superseded, to constitute a part of this registration statement.
Item
8. Exhibits.
A
list of exhibits filed with this Registration Statement on Form S-8 is set forth on the Exhibit Index and is incorporated herein by reference.
SIGNATURES
Pursuant
to the requirements of the Securities Act of 1933, the Company certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-8 and has duly caused this registration statement on Form S-8 to be signed on its behalf by
the undersigned, thereunto duly authorized, in the City of Miami, Florida, United States, on the 18th day of November, 2025.
| |
INSPIREMD,
INC. |
| |
|
|
| |
By:
|
/s/
Marvin Slosman |
| |
Name: |
Marvin
Slosman |
| |
Title: |
Chief
Executive Officer |
power
of attorney and signatures
We,
the undersigned officers and directors of InspireMD, Inc., hereby severally constitute and appoint Marvin Slosman and Michael Lawless,
and each of them individually, our true and lawful attorney to sign for us and in our names in the capacities indicated below any and
all amendments or supplements, including any post-effective amendments, to this registration statement on Form S-8 and to file the same,
with exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorney
full power and authority to do and perform each and every act and thing requisite or necessary to be done in and about the premises,
as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming our signatures to said amendments
to this registration statement signed by our said attorney and all else that said attorney may lawfully do and cause to be done by virtue
hereof.
Pursuant
to the requirements of the Securities Act, this registration statement on Form S-8 has been signed below by the following persons in
the capacities and on the dates indicated.
| Person |
|
Capacity
|
|
Date
|
| |
|
|
|
|
| /s/
Marvin Slosman |
|
Chief
Executive Officer |
|
November
18, 2025 |
| Marvin
Slosman |
|
(Principal
Executive Officer), President, Director |
|
|
| |
|
|
|
|
| /s/
Michael Lawless |
|
Chief
Financial Officer, |
|
November
18, 2025 |
| Michael
Lawless |
|
Principal
Financial and Accounting Officer) |
|
|
| |
|
|
|
|
| /s/
Paul Stuka |
|
Chairman
of the Board of Directors |
|
November
18, 2025 |
| Paul
Stuka |
|
|
|
|
| |
|
|
|
|
| /s/
Kathryn Arnold |
|
Director |
|
November
18, 2025 |
| Kathryn
Arnold |
|
|
|
|
| |
|
|
|
|
| /s/
Michael Berman |
|
Director |
|
November
18, 2025 |
| Michael
Berman |
|
|
|
|
| |
|
|
|
|
| /s/
Raymond Cohen |
|
Director |
|
November
18, 2025 |
| Raymond
Cohen |
|
|
|
|
| |
|
|
|
|
| /s/
Dan Dearen |
|
Director |
|
November
18, 2025 |
| Dan
Dearen |
|
|
|
|
| |
|
|
|
|
| /s/
Gary Roubin, M.D. |
|
Director |
|
November
18, 2025 |
| Gary
Roubin, M.D. |
|
|
|
|
| |
|
|
|
|
| /s/
Scott R. Ward |
|
Director |
|
November
18, 2025 |
| Scott
R. Ward |
|
|
|
|
EXHIBIT
INDEX
| Exhibit
No. |
|
Description |
| |
|
|
| 3.1 |
|
Amended and Restated Certificate of Incorporation (incorporated by reference to Exhibit 3.1 to the Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on November 9, 2015) |
| 3.2 |
|
Amended and Restated Bylaws (incorporated by reference to Exhibit 3.2 to Current Report on Form 8-K filed with the Securities and Exchange Commission on June 29, 2021) |
| 3.3 |
|
Certificate of Amendment to Amended and Restated Certificate of Incorporation of InspireMD, Inc. (incorporated by reference to Exhibit 3.1 to the Current Report on Form 8-K filed on May 25, 2016) |
| 3.4 |
|
Certificate of Amendment to Amended and Restated Certificate of Incorporation of InspireMD, Inc. (incorporated by reference to Exhibit 3.1 to the Current Report on Form 8-K filed on September 29, 2016) |
| 3.5 |
|
Certificate of Designation of Preferences, Rights and Limitations of Series C Convertible Preferred Stock (incorporated by reference to Exhibit 3.1 to the Current Report on Form 8-K filed on March 15, 2017) |
| 3.6 |
|
Certificate of Amendment to Certificate of Designation of Preferences, Rights and Limitation of Series C Convertible Preferred Stock (incorporated by reference to Exhibit 3.1 to the Current Report on Form 8-K filed on November 29, 2017) |
| 3.7 |
|
Certificate of Amendment to Certificate of Designation of Preferences, Rights and Limitation of Series B Convertible Preferred Stock (incorporated by reference to Exhibit 3.1 to the Current Report on Form 8-K filed on December 12, 2017) |
| 3.8 |
|
Certificate of Amendment to Amended and Restated Certificate of Incorporation of InspireMD, Inc. (incorporated by reference to Exhibit 3.1 to the Current Report on Form 8-K filed on February 7, 2018) |
| 3.11 |
|
Certificate of Amendment to Amended and Restated Certificate of Incorporation of InspireMD, Inc., dated March 27, 2019 (incorporated by reference to Exhibit 3.1 to the Current Report on Form 8-K filed on March 28, 2019) |
| 3.12 |
|
Certificate of Amendment to Amended and Restated Certificate of Incorporation of InspireMD, Inc., dated April 14, 2021 (incorporated by reference to Exhibit 3.17 to Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on May 10, 2021) |
| 3.13 |
|
Certificate of Amendment to Amended and Restated Certificate of Incorporation of InspireMD, Inc., dated September 13, 2023 (incorporated by reference to Exhibit 3.1 to the Current Report on Form 8-K filed on September 13, 2023) |
| 4.1 |
|
Form of Common Stock Certificate (incorporated by reference to Exhibit 4.1 to Amendment No. 3 to Registration Statement on Form S-1 filed with the Securities and Exchange Commission on March 5, 2013) |
| 5.1* |
|
Opinion of Greenberg Traurig, P.A. |
| 23.1* |
|
Consent of Kesselman & Kesselman, Certified Public Accountants (Isr.), a member firm of PricewaterhouseCoopers International Limited, independent registered public accounting firm for the registrant |
| 23.2* |
|
Consent of Greenberg Traurig, P.A. (included in Exhibit 5.1) |
| 24.1* |
|
Power of Attorney (included in the signature page) |
| 99.1 |
|
The Company’s 2021 Equity Compensation Plan (incorporated by reference to Annex A to the Company’s Proxy Statement on Schedule 14A filed with the Commission on August 12, 2021). |
| 107* |
|
Filing Fee Table |
| |
|
|
| * |
|
Filed
herewith. |
