8-K

UNITED

STATES

SECURITIES

AND EXCHANGE COMMISSION

WASHINGTON,

D.C. 20549

FORM

8-K

CURRENT

REPORT

Pursuant

to Section 13 or Section 15(d) of the Securities Exchange Act of 1934

Date of report (Date of Earliest Event Reported): September 30, 2021

InspireMD,Inc.

(Exact name of registrant as specified in its charter)

Delaware

(State or other jurisdiction of incorporation)

(888)776-6804

(Registrant’s telephone number, including area code)

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:

Securities

registered pursuant to Section 12(b) of the Act:

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. ☐

On September 30, 2021, InspireMD, Inc. (the “Company”) held its 2021 annual meeting of stockholders (the “Annual Meeting”). As described below under Item 5.07, at the Annual Meeting, the Company’s stockholders approved the 2021 Equity Incentive Plan (the “2021 Plan”). The 2021 Plan was previously approved, subject to stockholder approval, by the Company’s Board of Directors (the “Board”), upon the recommendation of the Board’s Compensation Committee, on August 9, 2021.

A detailed summary of the 2021 Plan is set forth in the Company’s Definitive Proxy Statement on Schedule 14A for the 2021 Annual Meeting filed with the Securities and Exchange Commission on August 12, 2021 (the “Proxy Statement”) under the caption “Proposal 2: Approval of 2021 Equity Incentive Plan,” which summary is incorporated herein by reference.

That detailed summary of the 2021 Plan is qualified in its entirety by reference to the full text of the 2021 Plan, a copy of which is attached as Annex A to the Company’s Proxy Statement, and is incorporated herein by reference.

The final voting results of the 2021 Annual Meeting held on September 30, 2021, are set forth below. Stockholders voted on the following proposals:

ProposalNo. 1 — Election of Directors.

The stockholders elected the following directors of the Company to serve on the Board of Directors, as class 1 directors, for a term of three years or until their successors are elected and qualified, or until their earlier resignation or removal. The votes were as follows:

ProposalNo. 2 — Approval of 2021 Equity Incentive Plan.

The stockholders approved the 2021 Plan. The votes were as follows:

ProposalNo. 3 — Advisory Vote on Compensation of Company’s Named Executive Officers.

The stockholders approved, by a nonbonding advisory vote, the compensation of the Company’s named executive officers as described the proxy statement. The votes were as follows:

ProposalNo. 4 — Ratification of Auditors.

The stockholders ratified the appointment of Kesselman & Kesselman, a member of PricewaterhouseCoopers International Limited, as the company’s independent registered public accounting firm for the 2021 fiscal year. The votes were as follows:

SIGNATURES

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