8-K

UNITEDSTATES

SECURITIESAND EXCHANGE COMMISSION

WASHINGTON,D.C. 20549

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FORM8-K

CURRENTREPORT

Pursuantto Section 13 or 15(d) of the

SecuritiesExchange Act of 1934

Date of Report (Date of earliest event reported): April 14, 2021

InspireMD,Inc.

(Exact name of registrant as specified in its charter)

Delaware	001-35731	26-2123838
(State<br> or other jurisdiction<br><br> <br>of<br> incorporation)	(Commission<br><br> <br>File<br> Number)	(IRS<br> Employer<br><br> <br>Identification<br> No.)
4<br> Menorat Hamaor St.<br><br> <br>Tel<br> Aviv, Israel	6744832
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(Address<br> of principal executive offices)	(Zip<br> 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<br> communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
[  ]	Soliciting<br> material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
[  ]	Pre-commencement<br> communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
[  ]	Pre-commencement<br> 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 exchange on which registered
Common<br> Stock, par value $0.0001 per share	NSPR	NYSE<br> American
Warrants,<br> exercisable for one share of Common Stock	NSPR.WS	NYSE<br> American
Series<br> B Warrants, exercisable for one share of Common Stock	NSPR.WSB	NYSE<br> American

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 5.07	Submission of Matters to a Vote of Security Holders.

On April 14, 2021, InspireMD, Inc. (the “Company”) held a special meeting of the stockholders (the “Special Meeting”).  At the Special Meeting, the following two proposals were submitted to a vote of the Company’s stockholders:

(1)	Authorization<br> of the board of directors, in its discretion but prior to the annual meeting of our stockholders in 2021, to amend the Amended<br> and Restated Certificate of Incorporation of the Company to effect a reverse stock split of the Company’s common stock<br> at a ratio in the range of 1-for-5 to 1-for-20, such ratio to be determined by the board of directors (the “Reverse<br> Stock Split Proposal”).
(2)	Approval<br> of an adjournment of the Special Meeting, if necessary, to solicit additional proxies if there are not sufficient votes in<br> favor of the foregoing proposal (the “Adjournment Proposal”).
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For more information about the foregoing proposals, see the Company’s Definitive Proxy Statement filed with the Securities and Exchange Commission on February 11, 2021. Holders of the Company’s common stock were entitled to one vote per share. The number of votes cast for and against and the number of abstentions with respect to each matter voted upon are set forth below:

(1)	Approval<br> of the Reverse Stock Split Proposal:
For		Against		Abstain
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	56,401,439		8,114,228		400,361
(2)	Not<br> applicable
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Since the Reverse Stock Split Proposal was approved, the number of votes cast with respect to the proposal to approve an adjournment of the Special Meeting was not tabulated.

The results reported above are final voting results. No other matters were considered or voted upon at the meeting.

Item 8.01	Other Events

On April 14, 2021, following the approval of the Reverse Stock Split Proposal by the stockholders of the Company, as set forth in Item 5.07, the Board of Directors of the Company resolved to set a ratio of 1-for-15 for the reverse stock split of the Company’s common stock and to set an effective date of April 26, 2021 for the reverse stock split. The Company’s common stock is expected to begin trading on a post-reverse stock split basis on the NYSE American exchange on April 27, 2021, with a new CUSIP of 45779A 846.

Item 9.01	Financial Statements and Exhibits

(d) Exhibits

Exhibit Number	Description
99.1	Press release of InspireMD, Inc. announcing its reverse stock split of its common stock at a ratio of 1-for-15 , issued on April 14, 2021

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	InspireMD, Inc.
Date:<br> April 14, 2021	By:	/s/ Craig Shore
	Name:	Craig<br> Shore
	Title:	Chief<br> Financial Officer

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Exhibit99.1

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InspireMDAnnounces 1-for-15 Reverse Stock Split

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Tel Aviv, Israel— April 14, 2021 - InspireMD, Inc. (NYSE American: NSPR, NSPR.WS, NSPR.WSB), developer of the CGuard™ Embolic Prevention System (EPS) for the prevention of stroke caused by the treatment of Carotid Artery Disease (CAD), today announced a 1-for-15 reverse split of its common stock, effective as of April 26, 2021. Beginning on April 27, 2021, the Company’s common stock will trade on the NYSE American on a split adjusted basis.

At InspireMD’s special meeting of stockholders on April 14, 2021, the Company’s stockholders authorized the Board of Directors to amend the Amended and Restated Certificate of Incorporation of the Company to effect a reverse stock split at a ratio in the range of 1-for-10 to 1-for-20.

Upon effectiveness, the reverse stock split will cause a reduction in the number of shares of common stock outstanding and issuable upon the conversion of the Company’s outstanding shares of preferred stock and the exercise of its outstanding stock options and warrants in proportion to the ratio of the reverse stock split and will cause a proportionate increase in the conversion and exercise prices of such preferred stock, stock options and warrants. The number of shares of common stock issuable upon exercise or vesting of outstanding stock options and warrants will be rounded up to the nearest whole share. Accordingly, upon effectiveness of the reverse stock split, each outstanding warrant currently trading on the NYSE American under the symbol “NSPR.WS” shall become a warrant to purchase one-twenty six thousand two hundred fiftieth (1/26,250) of one share of common stock at an exercise price of $131,250.00 per full share of common stock, and each outstanding warrant currently trading on the NYSE American under the symbol “NSPR.WSB” shall become a warrant to purchase one-twenty six thousand two hundred fiftieth (1/26,250) of one share of common stock at an exercise price of $52,500.00 per full share of common stock, pursuant to the terms of such warrants. Warrants may only be exercised for a whole number of shares of common stock. Warrants exercised on or prior to April 26, 2021 will be deemed exercised on a pre-adjusted basis.

The Company’s common stock will continue to trade on the NYSE American under the symbol “NSPR.” The new CUSIP number for the common stock following the reverse stock split is 45779A 846.

The number of authorized shares of the Company’s common stock will remain at 150,000,000, while the number of outstanding shares will be reduced from approximately 118.0 million to 7.9 million. No fractional shares will be issued following the reverse stock split.

Registered stockholders holding their shares of common stock in book-entry or through a bank, broker or other nominee form do not need to take any action in connection with the reverse stock split. For those stockholders holding physical stock certificates, the Company’s transfer agent, Action Stock Transfer Corp, will send instructions for exchanging those certificates for new certificates representing the post-split number of shares. Action Stock Transfer Corp can be reached at (801) 274-1088.

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Additional information about the reverse stock split can be found in the Company’s definitive proxy statement filed with the Securities and Exchange Commission on February 9, 2021, a copy of which is also available at www.sec.gov or at www.inspiremd.com under the SEC Filings tab located on the Investors page.

AboutInspireMD, Inc.

InspireMD seeks to utilize its proprietary MicroNet® technology to make its products the industry standard for carotid stenting by providing outstanding acute results and durable, stroke-free, long-term outcomes.

InspireMD’s common stock is quoted on the NYSE American under the ticker symbol NSPR and certain warrants are quoted on the NYSE American under the ticker symbol NSPR.WS and NSPR.WSB.

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Forward-lookingStatements

Thispress release contains “forward-looking statements.” Such statements may be preceded by the words “intends,”“may,” “will,” “plans,” “expects,” “anticipates,” “projects,”“predicts,” “estimates,” “aims,” “believes,” “hopes,” “potential”or similar words. Forward-looking statements are not guarantees of future performance, are based on certain assumptions and are subjectto various known and unknown risks and uncertainties, many of which are beyond the Company’s control, and cannot be predicted orquantified and consequently, actual results may differ materially from those expressed or implied by such forward-looking statements.Such risks and uncertainties include, without limitation, risks and uncertainties associated with (i) market acceptance of our existingand new products, (ii) negative clinical trial results or lengthy product delays in key markets, (iii) an inability to secure regulatoryapprovals for the sale of our products, (iv) intense competition in the medical device industry from much larger, multinational companies,(v) product liability claims, (vi) product malfunctions, (vii) our limited manufacturing capabilities and reliance on subcontractorsfor assistance, (viii) insufficient or inadequate reimbursement by governmental and other third party payers for our products, (ix) ourefforts to successfully obtain and maintain intellectual property protection covering our products, which may not be successful, (x)legislative or regulatory reform of the healthcare system in both the U.S. and foreign jurisdictions, (xi) our reliance on single suppliersfor certain product components, (xii) the fact that we will need to raise additional capital to meet our business requirements in thefuture and that such capital raising may be costly, dilutive or difficult to obtain and (xiii) the fact that we conduct business in multipleforeign jurisdictions, exposing us to foreign currency exchange rate fluctuations, logistical and communications challenges, burdensand costs of compliance with foreign laws and political and economic instability in each jurisdiction. More detailed information aboutthe Company and the risk factors that may affect the realization of forward-looking statements is set forth in the Company’s filingswith the Securities and Exchange Commission (SEC), including the Company’s Annual Report on Form 10-K and its Quarterly Reportson Form 10-Q. Investors and security holders are urged to read these documents free of charge on the SEC’s web site at http://www.sec.gov.The Company assumes no obligation to publicly update or revise its forward-looking statements as a result of new information, futureevents or otherwise.

InvestorContacts:

Craig Shore

Chief Financial Officer

InspireMD, Inc.

888-776-6804

craigs@inspiremd.com

CORE IR

investor-relations@inspiremd.com

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