InspireMD, Inc. ownership disclosure: Velan Capital Master Fund and related Velan entities report beneficial ownership of 2,347,779 shares of Common Stock, representing approximately 4.99% of the outstanding shares.
The filing states the shares outstanding were 46,801,561 as of March 18, 2026. The report also lists Warrants exercisable into 452,015 Series J, 452,014 Series K and 904,029 Pre-funded shares, each subject to 4.99% beneficial ownership limitations; certain warrant issuable amounts are excluded from the reported ownership due to those limits.
Positive
None.
Negative
None.
Insights
Velan reported a near-5% stake via direct holdings and exercisable warrants.
Velan Master directly beneficially owns 2,347,779 shares, stated as ~4.99% of a total 46,801,561 shares outstanding as of March 18, 2026. The filing ties these percentages to explicit beneficial ownership limitations that affect exercisable warrants.
The practical outcome depends on how the 4.99% beneficial ownership limitations interact with future warrant exercises; subsequent filings or exercises would clarify any change in visible ownership.
Disclosure attributes ownership across multiple Velan entities and two named individuals.
The schedule lists Velan Master, Velan GP, Velan Capital, Velan IM GP and Messrs. Morgan and Venkataraman as Reporting Persons, each described as potentially deemed beneficial owners of the same 2,347,779 shares. Signatures by Adam Morgan and Balaji Venkataraman are included.
Because the filing states that certain warrant‑issued shares are limited and excluded from the reported beneficial ownership, future conversion activity or changes in the limitation could alter public ownership percentages; follow‑up filings would show that detail.
Key Figures
Reported shares beneficially owned:2,347,779 sharesPercent of class:4.99%Shares outstanding:46,801,561 shares+3 more
6 metrics
Reported shares beneficially owned2,347,779 sharesDirect beneficial ownership by Velan Master as of March 31, 2026
Percent of class4.99%Approximate ownership percentage reported by each Reporting Person
Shares outstanding46,801,561 sharesTotal Shares outstanding used for percentage calculation as of March 18, 2026
Series J Warrants exercisable452,015 sharesSeries J Warrants exercisable into shares, subject to 4.99% limitation
Series K Warrants exercisable452,014 sharesSeries K Warrants exercisable into shares, subject to 4.99% limitation
Pre-funded Warrants exercisable904,029 sharesPre-funded Warrants exercisable into shares, subject to 4.99% limitation
Key Terms
beneficial ownership limitation, Pre-funded Warrants, Reporting Person
3 terms
beneficial ownership limitationregulatory
"subject to a 4.99% beneficial ownership limitation"
A beneficial ownership limitation is a rule that caps the percentage of a company’s shares an investor can be treated as owning or controlling for voting, regulatory or tax purposes. It matters to investors because it can restrict how many shares a person or group can buy or vote, affect takeover chances, and influence share liquidity and value — like a speed limit that prevents any single driver from taking over the whole road.
Pre-funded Warrantsfinancial
"Pre-funded Warrants exercisable into 904,029 Shares"
Pre-funded warrants are financial instruments that give investors the right to purchase a company's stock at a set price, but with most or all of the purchase price paid upfront. They function like a coupon or gift card for stock, allowing investors to buy shares later at a fixed price, which can be beneficial if they want to avoid future price increases. This makes them important for investors seeking flexibility and certainty in their investment plans.
Reporting Personregulatory
"Each of the foregoing is referred to as a "Reporting Person""
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(Amendment No. 1)
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
Velan Capital Master Fund LP
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
CAYMAN ISLANDS
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
0.00
6
Shared Voting Power
2,347,779.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
2,347,779.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
2,347,779.00
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)
4.99 %
12
Type of Reporting Person (See Instructions)
PN
SCHEDULE 13G
CUSIP Number(s):
45779A846
1
Names of Reporting Persons
Velan Capital Holdings 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
DELAWARE
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
0.00
6
Shared Voting Power
2,347,779.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
2,347,779.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
2,347,779.00
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)
4.99 %
12
Type of Reporting Person (See Instructions)
OO
SCHEDULE 13G
CUSIP Number(s):
45779A846
1
Names of Reporting Persons
Velan Capital Investment Management LP
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
DELAWARE
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
0.00
6
Shared Voting Power
2,347,779.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
2,347,779.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
2,347,779.00
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)
4.99 %
12
Type of Reporting Person (See Instructions)
PN
SCHEDULE 13G
CUSIP Number(s):
45779A846
1
Names of Reporting Persons
Velan 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
DELAWARE
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
0.00
6
Shared Voting Power
2,347,779.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
2,347,779.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
2,347,779.00
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)
4.99 %
12
Type of Reporting Person (See Instructions)
OO
SCHEDULE 13G
CUSIP Number(s):
45779A846
1
Names of Reporting Persons
Morgan Adam
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
2,347,779.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
2,347,779.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
2,347,779.00
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)
4.99 %
12
Type of Reporting Person (See Instructions)
IN
SCHEDULE 13G
CUSIP Number(s):
45779A846
1
Names of Reporting Persons
Venkataraman Balaji
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
2,347,779.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
2,347,779.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
2,347,779.00
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)
4.99 %
12
Type of Reporting Person (See Instructions)
IN
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, FL, 33126
Item 2.
(a)
Name of person filing:
This statement is filed by:
(i) Velan Capital Master Fund LP, an exempted limited partnership organized under the laws of the Cayman Islands ("Velan Master"), with respect to the shares of Common Stock, par value $0.0001 per share (the "Shares"), directly and beneficially owned by it;
(ii) Velan Capital Holdings LLC, a Delaware limited liability company ("Velan GP"), as the general partner of Velan Master;
(iii) Velan Capital Investment Management LP, a Delaware limited partnership ("Velan Capital"), as the investment manager of Velan Master;
(iv) Velan Capital Management LLC, a Delaware limited liability company ("Velan IM GP"), as the general partner of Velan Capital;
(v) Adam Morgan, as a Managing Member of each of Velan GP and Velan IM GP; and
(vi) Balaji Venkataraman, as a Managing Member of each of Velan GP and Velan IM GP.
Each of the foregoing is referred to as a "Reporting Person" and collectively as the "Reporting Persons."
(b)
Address or principal business office or, if none, residence:
The address of the principal office of Velan Master is 89 Nexus Way, Camana Bay, Grand Cayman KY1-9009, Cayman Islands. The address of the principal office of each of Velan GP, Velan Capital, Velan IM GP and Messrs. Morgan and Venkataraman is 100 North Main Street, Suite 301, Alpharetta, Georgia 30009.
(c)
Citizenship:
Velan Master is organized under the laws of the Cayman Islands. Velan GP, Velan Capital and Velan IM GP are organized under the laws of the State of Delaware. Messrs. Morgan and Venkataraman are citizens 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 the close of business on March 31, 2026:
(i) Velan Master directly beneficially owns 2,347,779 Shares, including 248,127 Shares underlying certain Warrants (as defined below). In addition to 2,099,652 Shares directly owned as of March 31, 2026, Velan Master directly owned: (i) Series J Warrants exercisable into 452,015 Shares, which are subject to a 4.99% beneficial ownership limitation, (ii) Series K Warrants exercisable into 452,014 Shares, which are subject to a 4.99% beneficial ownership limitation, and (iii) Pre-funded Warrants exercisable into 904,029 Shares, which are subject to a 4.99% beneficial ownership limitation (collectively, the "Warrants"). Due to the respective beneficial ownership limitations, the Shares issuable upon the exercise of the Warrants in excess of the beneficial ownership limitations have been excluded from Velan Master's beneficial ownership reported herein.
(ii) Velan GP, as the general partner of Velan Master, may be deemed to beneficially own the 2,347,779 Shares beneficially owned directly by Velan Master;
(iii) Velan Capital, as the investment manager of Velan Master, may be deemed to beneficially own the 2,347,779 Shares beneficially owned directly by Velan Master;
(iv) Velan IM GP, as the general partner of Velan Capital, may be deemed to beneficially own the 2,347,779 Shares beneficially owned directly by Velan Master;
(v) Mr. Morgan, as a Managing Member of each of Velan GP and Velan IM GP, may be deemed to beneficially own the 2,347,779 Shares beneficially owned directly by Velan Master; and
(vi) Mr. Venkataraman, as a Managing Member of each of Velan GP and Velan IM GP, may be deemed to beneficially own the 2,347,779 Shares beneficially owned directly by Velan Master.
The filing of this Schedule 13G shall not be construed as an admission that the Reporting Persons are, for purposes of Section 13(d) of the Securities Exchange Act of 1934, as amended, the beneficial owners of any securities of the Issuer that he or it does not directly own. Each of the Reporting Persons specifically disclaims beneficial ownership of the securities reported herein that he or it does not directly own.
(b)
Percent of class:
The following percentages are based on 46,801,561 Shares outstanding as of March 18, 2026, which is the total number of Shares outstanding as reported in the Issuer's Annual Report on Form 10-K filed with the Securities and Exchange Commission on March 18, 2026, plus the Shares underlying the Warrants that may be exercised by the Reporting Persons, as applicable, subject to the beneficial ownership limitations.
As of the close of business on March 31, 2026, (i) Velan Master beneficially owned approximately 4.99% of the outstanding Shares, (ii) Velan GP may be deemed to beneficially own approximately 4.99% of the outstanding Shares, (iii) Velan Capital may be deemed to beneficially own approximately 4.99% of the outstanding Shares, (iv) Velan IM GP may be deemed to beneficially own approximately 4.99% of the outstanding Shares, (v) Mr. Morgan may be deemed to beneficially own approximately 4.99% of the outstanding Shares and (vi) Mr. Venkataraman may be deemed to beneficially own approximately 4.99% of the outstanding Shares.
(c)
Number of shares as to which the person has:
(i) Sole power to vote or to direct the vote:
See Cover Pages Items 5-9.
(ii) Shared power to vote or to direct the vote:
See Cover Pages Items 5-9.
(iii) Sole power to dispose or to direct the disposition of:
See Cover Pages Items 5-9.
(iv) Shared power to dispose or to direct the disposition of:
See Cover Pages Items 5-9.
Item 5.
Ownership of 5 Percent or Less of a Class.
Ownership of 5 percent or less of a class
Item 6.
Ownership of more than 5 Percent on Behalf of Another Person.
Not Applicable
Item 7.
Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person.
Not Applicable
Item 8.
Identification and Classification of Members of the Group.
If a group has filed this schedule pursuant to §240.13d-1(b)(1)(ii)(J), so indicate under Item 3(j) and attach an exhibit stating the identity and Item 3 classification of each member of the group. If a group has filed this schedule pursuant to §240.13d-1(c) or §240.13d-1(d), attach an exhibit stating the identity of each member of the group.
See Exhibit 99.1 to the Schedule 13G filed by the Reporting Persons on August 6, 2025.
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 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.
Velan Capital Master Fund LP
Signature:
/s/ Adam Morgan
Name/Title:
Adam Morgan, Managing Member of Velan Capital Holdings LLC, its General Partner
Date:
05/15/2026
Velan Capital Holdings LLC
Signature:
/s/ Adam Morgan
Name/Title:
Adam Morgan, Managing Member
Date:
05/15/2026
Velan Capital Investment Management LP
Signature:
/s/ Adam Morgan
Name/Title:
Adam Morgan, Managing Member of Velan Capital Management LLC, its General Partner
How many InspireMD (NSPR) shares does Velan Capital report owning?
Velan reports beneficial ownership of 2,347,779 shares. That figure is presented as approximately 4.99% of the company's outstanding common stock.
What outstanding share count is used to calculate Velan's ownership percentage?
The filing uses a base of 46,801,561 shares outstanding as of March 18, 2026 to compute the approximately 4.99% ownership percentage.
Does Velan hold warrants that could increase its stake in InspireMD (NSPR)?
Yes. The filing lists Warrants exercisable into 452,015 Series J, 452,014 Series K and 904,029 Pre-funded shares, each subject to a 4.99% beneficial ownership limitation that affects exercisability for reporting purposes.
Which Velan entities and individuals are listed as Reporting Persons on the Schedule 13G/A?
Reporting Persons include Velan Capital Master Fund LP, Velan Capital Holdings LLC, Velan Capital Investment Management LP, Velan Capital Management LLC, and Managers Adam Morgan and Balaji Venkataraman.
Are all warrants counted in the reported 2,347,779‑share total?
No. The filing states the reported 2,347,779 shares include certain warrant‑related shares but also explains additional warrant issuable amounts are excluded where they would exceed the stated 4.99% beneficial ownership limitations.
