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): April 19, 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:
| [ ] | 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<br><br> <br>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. [ ]
Item8.01 Other Events.
On April 19, 2021, InspireMD, Inc. (the “Company”) issued a press release announcing that it has submitted an application to have its securities listed on the Nasdaq Capital Market.
A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.
Item9.01 Financial Statements and Exhibits.
(d) Exhibits
| Exhibit Number | Description |
|---|---|
| 99.1 | Press release dated April 19, 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> April 19, 2021 | By: | /s/ Craig Shore |
| Name: | Craig<br> Shore | |
| Title: | Chief<br> Financial Officer |
| - 3 - |
| --- |
Exhibit****99.1
InspireMDProvides Corporate Update for Shareholders
Tel Aviv, Israel— April 19, 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 provided an update of recent corporate developments.
| ● | Shareholders<br> approved a 1:15 reverse stock split, reducing the number of outstanding shares from 118<br> million to 7.9 million shares, which will take effect following the close of trading<br> on April 26, 2021 |
|---|---|
| ● | Today,<br> the Company submitted its application to join the Nasdaq Capital Market, which the Company<br> views as more attractive to a broader range of investors than its current listing |
| --- | --- |
InspireMD CEO Marvin Slosman commented, “The fundamentals of our business remain sound and consistent and, as previously noted, our execution against our milestones continues to progress well. Following our previously announced oversubscribed capital raise of $20.7M we are securely positioned to conduct our C-Guardian FDA clinical trial while maintaining sufficient operating capital to meet our commercial expansion and product development goals, while establishing CGuard EPS as the most advanced carotid stent system in the market. Our business model, superior technology platform harnessed by our proprietary MicroNet embolic protection system and timing of the growth in carotid stenting have laid the foundation necessary for CGuard EPS to become a market leader in the prevention of stroke caused by carotid artery disease. We believe that moving to the Nasdaq Capital Market is a strategically sound approach that places us in the company of our peers and allows for improved visibility in the market. InspireMD is fundamentally a stronger company today than ever before, and I am proud of the extraordinary efforts of our expanding team in creating an exciting future for our company.”
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 of its warrants are quoted on the NYSE American under the ticker symbol NSPR.WS and NSPR.WSB.
| 1 |
| --- |
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 aresubject to various known and unknown risks and uncertainties, many of which are beyond the Company’s control, and cannotbe predicted or quantified and consequently, actual results may differ materially from those expressed or implied by such forward-lookingstatements. Such risks and uncertainties include, without limitation, risks and uncertainties associated with (i) market acceptanceof our existing and new products, (ii) negative clinical trial results or lengthy product delays in key markets, (iii) an inabilityto secure regulatory approvals for the sale of our products, (iv) intense competition in the medical device industry from muchlarger, multinational companies, (v) product liability claims, (vi) product malfunctions, (vii) our limited manufacturing capabilitiesand reliance on subcontractors for assistance, (viii) insufficient or inadequate reimbursement by governmental and other thirdparty payers for our products, (ix) our efforts to successfully obtain and maintain intellectual property protection coveringour products, which may not be successful, (x) legislative or regulatory reform of the healthcare system in both the U.S. andforeign jurisdictions, (xi) our reliance on single suppliers for certain product components, (xii) the fact that we will needto raise additional capital to meet our business requirements in the future and that such capital raising may be costly, dilutiveor difficult to obtain and (xiii) the fact that we conduct business in multiple foreign jurisdictions, exposing us to foreigncurrency exchange rate fluctuations, logistical and communications challenges, burdens and costs of compliance with foreign lawsand political and economic instability in each jurisdiction. More detailed information about the Company and the risk factorsthat may affect the realization of forward-looking statements is set forth in the Company’s filings with the Securitiesand Exchange Commission (SEC), including the Company’s Annual Report on Form 10-K and its Quarterly Reports on 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,future events or otherwise.
InvestorContacts:
Craig Shore
Chief Financial Officer
InspireMD, Inc.
888-776-6804
craigs@inspiremd.com
CORE IR
investor-relations@inspiremd.com
| 2 |
| --- |