UNITED
STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
8-K
CURRENT
REPORT
Pursuant
to Section 13 or 15(d) of the
Securities
Exchange Act of 1934
Date
of Report (Date of earliest event reported): February 7, 2018
InspireMD,
Inc.
(Exact name of registrant as specified in its charter)
|
Delaware
|
|
001-35731
|
|
26-2123838
|
(State
or other jurisdiction
of incorporation)
|
|
(Commission
File Number)
|
|
(IRS
Employer
Identification No.)
|
|
4
Menorat Hamaor St.
Tel
Aviv, Israel
|
|
6744832
|
|
(Address
of principal executive offices)
|
|
(Zip
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
communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
|
|
|
|
|
[ ]
|
Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
|
|
|
|
|
[ ]
|
Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
|
|
|
|
|
[ ]
|
Pre-commencement
communications pursuant to Rule 13e-4 (c) under the Exchange Act (17 CFR 240.13e-4(c))
|
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
3.03
|
Material Modification to Rights of Security Holders.
|
To
the extent required by Item 3.03 of Form 8-K, the information contained in Items 5.03 and 5.07 of this report is incorporated
herein by reference.
|
Item
5.03
|
Amendment
to Articles of Incorporation or Bylaws; Change in Fiscal Year.
|
On
February 7, 2018, InspireMD, Inc. (the “Company”) held a special meeting of its stockholders (the “Special Meeting”).
At the Special Meeting, the stockholders approved the proposal to authorize the board of directors (the “Board”),
in its discretion but prior to the annual meeting of the Company’s stockholders in 2018, to amend the Amended and Restated
Certificate of Incorporation of the Company (the “Certificate of Incorporation”) to effect a reverse stock split of
the Company’s common stock at a ratio in the range of 1-for-25 to 1-for-50, such ratio to be determined by the Board.
On
February 7, 2018, following the Special Meeting, the Board approved a 1-for-35 reverse stock split of the Company’s issued
and outstanding shares of common stock (the “Reverse Stock Split”), and the Company filed with the Secretary of State
of the State of Delaware a Certificate of Amendment to its Certificate of Incorporation (the “Certificate Amendment”)
to effect the Reverse Stock Split. The Reverse Stock Split will become effective as of 5:00 p.m. Eastern Time on February 7, 2018,
and the Company’s common stock will begin trading on a split-adjusted basis when the market opens on February 8, 2018.
When
the Reverse Stock Split becomes effective, every 35 shares of the Company’s issued and outstanding common stock (and such
shares held in treasury) will automatically be converted into one share of common stock, without any change in the par value per
share. In addition, a proportionate adjustment will be made to the per share exercise price and the number of shares issuable
upon the conversion of the Company’s outstanding shares of preferred stock and the exercise of all outstanding stock options
and warrants to purchase shares of common stock and the number of shares reserved for issuance pursuant to the Company’s
equity incentive compensation plans. Any fraction of a share of common stock that would otherwise have resulted from the Reverse
Stock Split will be rounded up to the nearest whole share.
The
Company’s common stock will continue to trade on the NYSE American under the symbol “NSPR.” The new CUSIP number
for common stock following the Reverse Stock Split will be 45779A 861.
Action
Stock Transfer Corp, the Company’s transfer agent, will act as the exchange agent for the Reverse Stock Split.
For
more information about the Reverse Stock Split, see the Company’s definitive proxy statement filed with the Securities and
Exchange Commission on December 26, 2017 (the “Special Meeting Proxy”), the relevant portions of which are incorporated
herein by reference. A copy of the Certificate Amendment is attached as Exhibit 3.1 hereto and incorporated herein by reference.
|
Item
5.07
|
Submission
of Matters to a Vote of Security Holders.
|
At
the Special Meeting, the following three proposals were submitted to the Company’s stockholders:
|
|
(1)
|
Authorization
of the Board, in its discretion but prior to the annual meeting of the Company’s stockholders in 2018, to amend the
Certificate of Incorporation to effect a reverse stock split of the Company’s common stock at a ratio in the range of
1-for-25 to 1-for-50, such ratio to be determined by the Board.
|
|
|
|
|
|
|
(2)
|
Approval
of the issuance of more than 19.99% of the Company’s outstanding common stock (measured as of November 28, 2017) at
a price per share less than book or market value to investors who participated in a private placement which closed on December
1, 2017, pursuant to the securities purchase agreement, dated as of November 28, 2017, entered into in such private placement,
in accordance with the NYSE American Company Guide Section 713(a)(ii).
|
|
|
|
|
|
|
(3)
|
Approval
of an adjournment of the Special Meeting, if necessary, to solicit additional proxies if there are not sufficient votes in
favor of any of the foregoing proposals.
|
For
more information about the foregoing proposals, see the Special Meeting Proxy. 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 and broker non-votes with
respect to each matter voted upon are set forth below:
|
|
(1)
|
Authorization
of the Board, in its discretion but prior to the annual meeting of the Company’s stockholders in 2018, to amend the
Certificate of Incorporation to effect a reverse stock split of the Company’s common stock at a ratio in the range of
1-for-25 to 1-for-50, such ratio to be determined by the Board:
|
|
Votes
For
|
|
|
Votes
Against
|
|
|
Votes
Abstaining
|
|
|
|
26,189,865
|
|
|
|
6,822,237
|
|
|
|
81,060
|
|
The
reverse stock split proposal was approved as the proposal received the affirmative vote of a majority of the shares of the Company’s
common stock outstanding and entitled to vote on the proposal at the Special Meeting.
|
|
(2)
|
Approval
of the issuance of more than 19.99% of the Company’s outstanding common stock (measured as of November 28, 2017) at
a price per share less than book or market value to investors who participated in a private placement which closed on December
1, 2017, pursuant to the securities purchase agreement, dated as of November 28, 2017, entered into in such private placement,
in accordance with the NYSE American Company Guide Section 713(a)(ii):
|
|
Votes
For
|
|
|
Votes
Against
|
|
|
Votes
Abstaining
|
|
|
Broker
Non-Votes
|
|
|
|
16,066,225
|
|
|
|
2,614,628
|
|
|
|
189,124
|
|
|
|
14,223,185
|
|
The
private placement proposal was approved as the proposal received the affirmative vote of a majority of the votes cast on the proposal
with abstentions counting as votes cast.
|
|
(3)
|
Approval
of an adjournment of the Special Meeting, if necessary, to solicit additional proxies if there are not sufficient votes in
favor of any of the foregoing proposals:
|
|
Votes
For
|
|
|
Votes
Against
|
|
|
Votes
Abstaining
|
|
|
|
26,418,153
|
|
|
|
6,055,475
|
|
|
|
619,534
|
|
|
|
|
The
adjournment proposal was approved as the proposal received the affirmative vote of a majority of the votes cast on the proposal.
|
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
February 7, 2018, the Company issued a press release announcing that the Board has approved the Reverse Stock Split. A copy of
the press release is attached hereto as Exhibit 99.1, and is incorporated herein by reference.
Item
9.01 Financial Statements and Exhibits.
(d)
Exhibits
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:
February 7, 2018
|
By:
|
/s/
Craig Shore
|
|
|
Name:
|
Craig
Shore
|
|
|
Title:
|
Chief
Financial Officer
|
CERTIFICATE
OF AMENDMENT
OF
CERTIFICATE
OF INCORPORATION
OF
INSPIREMD,
INC.
InspireMD,
Inc., a corporation duly organized and existing under the General Corporation Law of the State of Delaware (the “
Corporation
”),
does hereby certify that:
1.
Resolutions were duly adopted by the Board of Directors of the Corporation setting forth this proposed Amendment to the
Certificate of Incorporation of the Corporation and declaring said amendment to be advisable and calling a meeting of the
stockholders of the Corporation for consideration thereof.
2.
Effective as of 5:00 p.m., New York time, on February 7, 2018 (the “
Effective Time
”), each thirty-five
(35) issued and outstanding shares of the Corporation’s Common Stock, par value $0.0001 per share, shall be converted
into one (1) share of the Corporation’s Common Stock, par value $0.0001 per share, as constituted following the
Effective Time.
3.
The Certificate of Incorporation of the Corporation is hereby amended by deleting subsection (B) of ARTICLE FOURTH thereof
in its entirety and inserting the following in lieu thereof:
“B.
Effective as of 5:00 p.m., New York time, on February 7, 2018 (the “
Effective Time
”), each share of the Corporation’s
common stock, $0.0001 par value per share (the “
Old Common Stock
”), either issued or outstanding or held by
the Corporation as treasury stock, immediately prior to the Effective Time, will be automatically reclassified as and converted
(without any further act) into 1/35 of a fully paid and nonassessable share of common stock, $0.0001 par value per share, of the
Corporation (the “
New Common Stock
”) without increasing or decreasing the amount of stated capital or paid-in
surplus of the Corporation (the “
Reverse Stock Split
”), provided that no fractional shares shall be issued
to any registered holder of Old Common Stock immediately prior to the Effective Time, and that instead of issuing such fractional
shares to such holders, such fractional shares shall be rounded up to the next even number of shares of Common Stock issued as
a result of this Reverse Stock Split at no cost to the stockholder. Any stock certificate that, immediately prior to the Effective
Time, represented shares of the Old Common Stock will, from and after the Effective Time, automatically and without the necessity
of presenting the same for exchange, represent the number of shares of the New Common Stock as equals the product obtained by
multiplying the number of shares of Old Common Stock represented by such certificate immediately prior to the Effective Time by
1/35.”
4.
Pursuant to the resolution of the Board of Directors, a special meeting of the stockholders of the Corporation was duly
called and held upon notice in accordance with Section 222 of the General Corporation Law of the State of Delaware at which
meeting the necessary number of shares as required by statute were voted in favor of foregoing the amendment.
5.
The foregoing amendment was duly adopted in accordance with the provisions of Section 242 of the General Corporation Law
of the State of Delaware.
[SIGNATURE
PAGE FOLLOWS]
[SIGNATURE
PAGE TO CERTIFICATE OF AMENDMENT]
IN
WITNESS WHEREOF, InspireMD, Inc. has caused this Certificate to be executed by its duly authorized officer on this 7th day of
February 2018.
|
|
INSPIREMD, INC.
|
|
|
|
|
|
|
By:
|
/s/
Craig Shore
|
|
|
Name:
|
Craig
Shore
|
|
|
Title:
|
Chief
Financial Officer, Treasurer and Secretary
|
InspireMD
Announces 1-for-35 Reverse Stock Split
Tel
Aviv, Israel— February 7, 2018 -
InspireMD,
Inc.
(NYSE American: NSPR, NSPR.WS, NSPR.WSB),
a
leader in embolic prevention systems (EPS) / thrombus management technologies and neurovascular devices, today announced a 1-for-35
reverse split of its common stock, effective as of February 7, 2018. Beginning on February 8, 2018, the Company’s common
stock will trade on the NYSE American on a split adjusted basis.
At
InspireMD’s special meeting of stockholders on February 7, 2018, 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-25 to 1-for-50.
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 thirty-fifth (1/35) of one share of common stock at an exercise price of $175.00 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 thirty-fifth (1/35) of one share of common stock at an exercise price of $70.00 per full
share of common stock, pursuant to the terms of such warrants. Warrants may only be exercisable for a whole number of shares of
common stock. Warrants exercised on or prior to February 7, 2018, will be 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 861.
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 58.6 million to 1.7 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.
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 December 26, 2017,
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.
About
InspireMD, Inc.
InspireMD
seeks to utilize its proprietary MicroNet™ technology to make its products the industry standard for embolic protection
and to provide a superior solution to the key clinical issues of current stenting in patients with a high risk of distal embolization,
no reflow and major adverse cardiac events.
InspireMD
intends to pursue applications of this MicroNet technology in coronary, carotid (CGuard™), neurovascular, and peripheral
artery procedures. 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 symbols NSPR.WS and NSPR.WSB.
Forward-looking
Statements
This
press 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
subject to various known and unknown risks and uncertainties, many of which are beyond the Company’s control, and cannot
be predicted or quantified 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 existing and new products, (ii) negative clinical trial results or lengthy product delays in key markets, (iii) an inability
to secure regulatory approvals 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 subcontractors for assistance, (viii) insufficient or inadequate reimbursement by governmental and other third
party payers for our products, (ix) our efforts 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 suppliers for certain product components, (xii) the fact that we will need
to raise additional capital to meet our business requirements in the future and that such capital raising may be costly, dilutive
or difficult to obtain and (xiii) the fact that we conduct business in multiple foreign jurisdictions, exposing us to foreign
currency exchange rate fluctuations, logistical and communications challenges, burdens and costs of compliance with foreign laws
and political and economic instability in each jurisdiction. More detailed information about the Company and the risk factors
that may affect the realization of forward looking statements is set forth in the Company’s filings with the Securities
and 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-lo
oking statements as a result of new information,
future events or otherwise.
Investor
Contacts:
InspireMD,
Inc.
Craig
Shore
Chief
Financial Officer
Phone:
1-888-776-6804 FREE
Email:
craigs@inspiremd.com
Crescendo
Communications, LLC
David
Waldman
Phone:
(212) 671-1021
Email:
NSPR@crescendo-ir.com