InspireMD, Inc. amendment discloses that Nantahala Capital Management, LLC and its principals beneficially own 4,819,647 shares of common stock, representing 9.99% of the class as of March 31, 2026. The disclosed holdings include 1,443,163 shares that may be acquired within sixty days through the exercise of convertible securities.
The filing states that Nantahala holds these shares on behalf of funds and separately managed accounts and that Messrs. Wilmot B. Harkey and Daniel Mack are control persons with shared voting and dispositive power over the same block.
Positive
None.
Negative
None.
Insights
Nantahala and its principals report a near-10% beneficial position, disclosed as shared control.
The filing lists 4,819,647 shares and 9.99% ownership as of March 31, 2026, including 1,443,163 shares exercisable within sixty days. This identifies a sizeable passive/controlled stake reported via amendment.
Key dependencies include the convertible securities exercisability and the fact these shares are held by funds and managed accounts. Subsequent filings may clarify any plans to buy, sell, or convert securities.
Key Figures
Beneficial ownership:4,819,647 sharesPercent of class:9.99%Exercisable via convertibles:1,443,163 shares
3 metrics
Beneficial ownership4,819,647 sharesAs of March 31, 2026
Percent of class9.99%As of March 31, 2026
Exercisable via convertibles1,443,163 sharesMay be acquired within sixty days
Key Terms
beneficial owner, shared dispositive power, convertible securities exercisable within sixty days
3 terms
beneficial ownerfinancial
"As of March 31, 2026, Nantahala may be deemed to be the beneficial owner of 4,819,647 Shares"
A beneficial owner is the person who ultimately owns or controls a financial asset or property, even if their name isn't directly on official documents. Think of it like someone who secretly holds the keys to a safe deposit box—others may appear to have access, but the true owner is the one who benefits from what's inside. Identifying beneficial owners helps ensure transparency and prevent illegal activities like money laundering or fraud.
shared dispositive powerregulatory
"Shared Dispositive Power 4,819,647.00 listed for Nantahala and each reporting person"
convertible securities exercisable within sixty daysfinancial
"The 4,819,647 Shares Include 1,443,163 Shares which may be acquired by the Reporting Persons within sixty days through the exercise of convertible securities"
What stake does Nantahala report in InspireMD (NSPR)?
Nantahala reports beneficial ownership of 4,819,647 shares, equal to 9.99% of the class as of March 31, 2026. This block is held by funds and separately managed accounts under Nantahala's control, per the amendment.
Do Messrs. Harkey and Mack personally own the reported InspireMD shares?
The filing states Messrs. Harkey and Mack may be deemed beneficial owners of the same 4,819,647 shares due to their roles as managing members. The shares are held by funds and accounts under Nantahala's control, not shown as sole personal holdings.
How many of the disclosed shares are exercisable soon?
The amendment discloses that 1,443,163 shares of the reported total may be acquired within sixty days through exercise of convertible securities. The filing ties this exercisability to the 4,819,647-share position reported as of March 31, 2026.
Who receives proceeds or dividends from the shares reported by Nantahala?
The filing identifies NANTAHALA CAPITAL PARTNERS LIMITED PARTNERSHIP, a fund advised by Nantahala, as having the right to receive dividends or sale proceeds on more than 5% of the shares beneficially owned. No additional proceeds allocation details are provided in the excerpt.
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(Amendment No. 5)
InspireMD, Inc.
(Name of Issuer)
Common Stock, par value $0.0001 per share
(Title of Class of Securities)
45779A846
(CUSIP Number)
03/31/2026
(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
Rule 13d-1(b)
Rule 13d-1(c)
Rule 13d-1(d)
schemaVersion:
SCHEDULE 13G
CUSIP Number(s):
45779A846
1
Names of Reporting Persons
Nantahala Capital Management, LLC
2
Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
3
Sec Use Only
4
Citizenship or Place of Organization
MASSACHUSETTS
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
0.00
6
Shared Voting Power
4,819,647.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
4,819,647.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
4,819,647.00
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11
Percent of class represented by amount in row (9)
9.99 %
12
Type of Reporting Person (See Instructions)
IA
SCHEDULE 13G
CUSIP Number(s):
45779A846
1
Names of Reporting Persons
Wilmot B. Harkey
2
Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
3
Sec Use Only
4
Citizenship or Place of Organization
UNITED STATES
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
0.00
6
Shared Voting Power
4,819,647.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
4,819,647.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
4,819,647.00
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11
Percent of class represented by amount in row (9)
9.99 %
12
Type of Reporting Person (See Instructions)
HC
SCHEDULE 13G
CUSIP Number(s):
45779A846
1
Names of Reporting Persons
Daniel Mack
2
Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
3
Sec Use Only
4
Citizenship or Place of Organization
UNITED STATES
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
0.00
6
Shared Voting Power
4,819,647.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
4,819,647.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
4,819,647.00
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11
Percent of class represented by amount in row (9)
9.99 %
12
Type of Reporting Person (See Instructions)
HC
SCHEDULE 13G
Item 1.
(a)
Name of issuer:
InspireMD, Inc.
(b)
Address of issuer's principal executive offices:
6303 WATERFORD DISTRICT DRIVE SUITE 215 MIAMI, FLORIDA 33126
Item 2.
(a)
Name of person filing:
(1) Nantahala Capital Management, LLC ("Nantahala")
(2) Wilmot B. Harkey
(3) Daniel Mack (together the "Reporting Persons")
(b)
Address or principal business office or, if none, residence:
130 Main St. 2nd Floor, New Canaan, Connecticut 06840
(c)
Citizenship:
(1) Nantahala is a Massachusetts limited liability company.
(2) Each of Messrs. Harkey and Mack is a citizen of the United States of America.
(d)
Title of class of securities:
Common Stock, par value $0.0001 per share
(e)
CUSIP No.:
45779A846
Item 3.
If this statement is filed pursuant to §§ 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:
(a)
Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o);
(b)
Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);
(c)
Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);
(d)
Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);
(e)
An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E);
(f)
An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F);
(g)
A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);
(h)
A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
(i)
A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);
(j)
A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J). If filing as a non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J),
please specify the type of institution:
(k)
Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K).
Item 4.
Ownership
(a)
Amount beneficially owned:
As of March 31, 2026, Nantahala may be deemed to be the beneficial owner of 4,819,647 Shares held by funds and separately managed accounts under its control, and as the managing members of Nantahala, each of Messrs. Harkey and Mack may be deemed to be a beneficial owner of those Shares. The 4,819,647 Shares Include 1,443,163 Shares which may be acquired by the Reporting Persons within sixty days through the exercise of convertible securities.
(b)
Percent of class:
As of March 31, 2026, each of the Reporting Persons may be deemed to be the beneficial owner of the following percentage of the total number of Shares outstanding:
(1) Nantahala Capital Management, LLC ("Nantahala") : 9.99%
(2) Wilmot B. Harkey: 9.99%
(3) Daniel Mack: 9.99%
(c)
Number of shares as to which the person has:
(i) Sole power to vote or to direct the vote:
(1) Nantahala Capital Management, LLC ("Nantahala") : 0 Shares.
(2) Wilmot B. Harkey: 0 Shares.
(3) Daniel Mack: 0 Shares.
(ii) Shared power to vote or to direct the vote:
(1) Nantahala Capital Management, LLC ("Nantahala") : 4,819,647 Shares.
(2) Wilmot B. Harkey: 4,819,647 Shares.
(3) Daniel Mack: 4,819,647 Shares.
(iii) Sole power to dispose or to direct the disposition of:
(1) Nantahala Capital Management, LLC ("Nantahala") : 0 Shares.
(2) Wilmot B. Harkey: 0 Shares.
(3) Daniel Mack: 0 Shares.
(iv) Shared power to dispose or to direct the disposition of:
(1) Nantahala Capital Management, LLC ("Nantahala") : 4,819,647 Shares.
(2) Wilmot B. Harkey: 4,819,647 Shares.
(3) Daniel Mack: 4,819,647 Shares.
Item 5.
Ownership of 5 Percent or Less of a Class.
Not Applicable
Item 6.
Ownership of more than 5 Percent on Behalf of Another Person.
If any other person is known to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, such securities, a statement to that effect should be included in response to this item and, if such interest relates to more than 5 percent of the class, such person should be identified. A listing of the shareholders of an investment company registered under the Investment Company Act of 1940 or the beneficiaries of employee benefit plan, pension fund or endowment fund is not required.
NANTAHALA CAPITAL PARTNERS LIMITED PARTNERSHIP, a fund advised by Nantahala, has the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of more than five percent of the outstanding shares of common stock beneficially owned by Nantahala reported herein.
Item 7.
Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person.
If a parent holding company has filed this schedule, pursuant to Rule 13d-1(b)(ii)(G), so indicate under Item 3(g) and attach an exhibit stating the identity and the Item 3 classification of the relevant subsidiary. If a parent holding company has filed this schedule pursuant to Rule 13d-1(c) or Rule 13d-1(d), attach an exhibit stating the identification of the relevant subsidiary.
Each of Messrs. Harkey and Mack is filing this Schedule 13G as a control person in respect of shares beneficially owned by Nantahala, an investment adviser as described in ss. 240.13d-1(b)(1)(ii)(E). See Item 4(a).
Item 8.
Identification and Classification of Members of the Group.
Not Applicable
Item 9.
Notice of Dissolution of Group.
Not Applicable
Item 10.
Certifications:
By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were acquired and are held in the ordinary course of business and were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under ?? 240.14a-11.
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
