8-K
InspireMD, Inc. (NSPR)
UNITEDSTATES
SECURITIESAND EXCHANGE COMMISSION
Washington,D.C. 20549
FORM8-K
CURRENTREPORT
Pursuantto Section 13 or 15(d) of the
SecuritiesExchange Act of 1934
Dateof Report (Date of earliest event reported): May 27, 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 Menorat Hamaor St.<br><br> <br>Tel Aviv, Israel | 6744832 | |
| --- | --- | |
| (Address<br> of principal executive offices) | (Zip<br> Code) |
(888)776-6804
(Registrant’s telephone number, including area code)
N/A
(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:
| [<br> ] | Written<br> communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
|---|---|
| [<br> ] | Soliciting<br> material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| [<br> ] | Pre-commencement<br> communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| [<br> ] | 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<br><br> <br>which registered |
|---|---|---|
| Common<br> Stock, par value $0.0001 per share | NSPR | The<br> Nasdaq Capital Market LLC |
| Series<br>A Warrants, 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. [ ]
Item3.01. Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing
On May 27, 2021, InspireMD, Inc. (the “Company”), acting pursuant to authorization from its Board of Directors, determined to voluntarily withdraw the listing of its Series A and Series B warrants to purchase shares of the Company’s common stock, par value $0.0001 per share (the “Warrants”), from the New York Stock Exchange (“NYSE”) and transfer the listing of the Warrants to the Nasdaq Capital Market (“Nasdaq”). The Company expects to voluntarily delist the Warrants from the NYSE effective as of the close of trading on June 7, 2021, and that trading of the Warrants will commence on Nasdaq at market open on June 8, 2021.
The Warrants have been approved for listing on Nasdaq, where each of the Warrants will continue to trade under the stock symbols “NSPRW,” and “NSPRZ,” respectively.
Item7.01. Regulation FD Disclosure.
The Company issued the press release attached hereto as Exhibit 99.1 in connection with the transfer of the listing of the Warrants to Nasdaq.
The information included in this Current Report under Item 7.01, including Exhibit 99.1, is deemed to be “furnished” and shall not be “filed” for purposes of Section 18 of the Exchange Act, or otherwise subject to the liabilities of that section, and is not incorporated by reference into any filing under the Securities Act or the Exchange Act.
Item9.01 Financial Statements and Exhibits.
(d) Exhibits
| Exhibit Number | Description |
|---|---|
| 99.1 | Press release dated May 27, 2021 |
| -2- |
| --- |
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> May 27, 2021 | By: | /s/ Craig Shore |
| Name: | Craig<br> Shore | |
| Title: | Chief<br> Financial Officer |
| -3- |
| --- |
Exhibit99.1
InspireMDAnnounces Warrants Exchange Listing Transfer to Nasdaq
Tickersto be NSPRW and NSPRZ
Tel Aviv, Israel— May 27, 2021 - InspireMD, Inc. (Nasdaq: NSPR), developer of the CGuard™ Embolic Prevention System (EPS) for the prevention of stroke caused by the treatment of Carotid Artery Disease (CAD), today announced the Company’s warrants, NSPR.WS and NSPR.WSB, currently traded on the NYSE: American, have been approved for listing on The Nasdaq Capital Market (“Nasdaq”). Trading is expected to begin on June 8, 2021, under the symbols NSPRW and NSPRZ on the Nasdaq.
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.
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