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): October 24, 2018
InspireMD, Inc.
(Exact name of registrant as specified in its charter)
| Delaware | 001-35731 | 26-2123838 | ||
| (State or other jurisdiction | (Commission | (IRS Employer | ||
| of incorporation) | File Number) | Identification No.) |
|
4 Menorat Hamaor St. Tel Aviv, Israel |
6744832 | |
| (Address of principal executive offices) | (Zip Code) |
Registrant’s telephone number, including area code: (857) 305-2410
(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 5.02 | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
Fourth Amendment to the InspireMD, Inc. 2013 Long-Term Incentive Plan
On October 24, 2018, InspireMD, Inc. (the “Company”) held its 2018 annual meeting of stockholders (the “Annual Meeting”). At the Annual Meeting, the stockholders approved the Fourth Amendment to the InspireMD, Inc. 2013 Long-Term Incentive Plan (the “Plan”) to (i) increase the number of shares of common stock available for issuance pursuant to awards under such Plan by 8,900,000 shares, to a total of 8,919,737 shares of common stock, and (ii) remove the cap on the number of shares of common stock with respect to which stock options or stock appreciation rights may be granted to certain executive officers of the Company during any calendar year (the “Fourth Plan Amendment”). The board of directors of the Company (the “Board”) previously approved the Fourth Plan Amendment on May 23, 2018, subject to stockholder approval.
Election of Class 1 Director
As previously reported in the Company’s definitive proxy statement filed with the Securities and Exchange Commission on September 11, 2018 (the “2018 Proxy”), the term of the Company’s Class 1 director, Paul Stuka, was scheduled to expire at the Annual Meeting, and the Board nominated Mr. Stuka for re-election at the Annual Meeting as Class 1 director.
At the Annual Meeting, Mr. Stuka was elected as a Class 1 member of the Board to serve for a term expiring at the Company’s 2021 annual meeting of stockholders.
For more information about the matters above, see the Company’s 2018 Proxy, the relevant portions of which are incorporated herein by reference. The description of the Fourth Plan Amendment above and such portions of the 2018 Proxy are qualified in their entirety by reference to the full text of the Fourth Plan Amendment, filed as Exhibit 10.1 to this Current Report on Form 8-K and incorporated herein by reference.
| Item 5.07 | Submission of Matters to a Vote of Security Holders. |
At the Annual Meeting, the following five proposals were submitted to the Company’s stockholders:
| (1) | Election of one Class 1 director to serve on the Board for a term of three years or until his successor is elected and qualified, for which the following was the nominee: Paul Stuka. | ||
| (2) | Approval of the Fourth Plan Amendment to (i) increase the number of shares of common stock of the Company available for issuance pursuant to awards under the Plan by 8,900,000 shares, to a total of 8,919,737shares of common stock, and (ii) remove the cap on the number of shares of common stock with respect to which stock options or stock appreciation rights may be granted to certain executive officers of the Company during any calendar year. | ||
| (3) | An advisory vote on executive compensation as disclosed in the 2018 Proxy. |
| (4) | An advisory vote on whether an advisory vote on executive compensation should be held every one, two or three years. | ||
| (5) | Ratification of the appointment of Kesselman & Kesselman, Certified Public Accountants, as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2018. |
For more information about the foregoing proposals, see the Company’s 2018 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) | Election of one Class 1 director to serve on the Board for a term of three years or until his successor is elected and qualified: |
| Director | For | Withheld | Broker Non-Votes | |||
| Paul Stuka | 3,935,022 | 582,390 | 11,768,727 |
| (2) | Approval of the Fourth Plan Amendment: |
| For | Against | Abstain | Broker Non-Votes | |||
| 3,266,663 | 1,234,645 | 16,104 | 11,768,727 |
| (3) | Advisory vote on executive compensation: |
| For | Against | Abstain | Broker Non-Votes | |||
| 3,776,134 | 685,242 | 56,036 | 11,768,727 |
| (4) | Advisory vote on the frequency of future advisory votes on executive compensation: |
| 1 Year | 2 Years | 3 Years | Abstain | |||
| 1,707,689 | 63,226 | 2,689,673 | 56,824 |
| (5) | Ratification of the appointment of Kesselman & Kesselman, Certified Public Accountants, as the Company’s independent registered public accounting firm for the year ending December 31, 2018: |
| For | Against | Abstain | ||
| 15,294,206 | 820,894 | 171,039 |
The results reported above are final voting results. No other matters were considered or voted upon at the meeting.
| Item 9.01 | Financial Statements and Exhibits. |
(d) Exhibits
| Exhibit Number | Description | |
| 10.1 | Fourth Amendment to the InspireMD, Inc. 2013 Long-Term Incentive Plan |
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: October 26, 2018 | By: | /s/ Craig Shore |
| Name: | Craig Shore | |
| Title: | Chief Financial Officer | |
Exhibit 10.1
FOURTH AMENDMENT TO THE
INSPIREMD, INC. 2013 LONG-TERM INCENTIVE PLAN
This FOURTH AMENDMENT TO THE INSPIREMD, INC. 2013 LONG-TERM INCENTIVE PLAN (this “ Amendment ”), dated as of October 24, 2018, is made and entered into by InspireMD, Inc., a Delaware corporation (the “ Company ”). Terms used in this Amendment with initial capital letters that are not otherwise defined herein shall have the meanings ascribed to such terms in the InspireMD, Inc. 2013 Long-Term Incentive Plan (the “ Plan ”).
RECITALS
WHEREAS , Article 9 of the Plan provides that the Company’s Board of Directors (the “ Board ”) may amend the Plan at any time and from time to time;
WHEREAS , the Company previously reserved a total of nine million seven hundred thousand (9,700,000) shares of common stock of the Company, par value $0.0001 (“ Common Stock ”), to be delivered pursuant to awards under the Plan;
WHEREAS , on October 1, 2015, the Company effected a one-for-ten reverse stock split such that, after giving effect to the reverse stock split, there were nine hundred seventy thousand (970,000) shares of Common Stock reserved for issuance under the Plan;
WHEREAS , on April 18, 2016, the Board, and, on May 24, 2016, at the Company’s 2016 annual meeting of stockholders, the stockholders, approved an amendment to the Plan to increase the number of shares of Common Stock available for issuance pursuant to awards under the Plan by ten million (10,000,000) shares, to a total of ten million nine hundred seventy thousand (10,970,000) shares of Common Stock;
WHEREAS , on August 4, 2016, the Board, and on September 28, 2016, at the Company’s special meeting of stockholders, the stockholders, approved an amendment to the Plan to increase the number of shares of Common Stock available for issuance under the Plan by six million three hundred thousand (6,300,000) shares, to a total of seventeen million two hundred seventy thousand (17,270,000) shares of Common Stock;
WHEREAS , on October 7, 2016, the Company effected a 1-for-25 reverse stock split such that, after giving effect to the reverse stock split, there were six hundred ninety thousand eight hundred (690,800) shares of Common Stock reserved for issuance pursuant to awards under the Plan;
WHEREAS , on February 7, 2018, the Company effected a 1-for-35 reverse stock split such that, after giving effect to the reverse stock split, there were nineteen thousand seven hundred thirty-seven (19,737) shares of Common Stock reserved for issuance pursuant to awards under the Plan;
WHEREAS , the Board desires to amend the Plan to (i) increase the number of shares of Common Stock that may be delivered pursuant to awards under the Plan by an additional eight million nine hundred thousand (8,900,000) shares, for an aggregate maximum total of eight million nine hundred nineteen thousand seven hundred thirty-seven (8,919,737) shares of Common Stock available for issuance under the Plan and (ii) remove the cap on the number of shares of Common Stock with respect to which Stock Options or SARs may be granted to an Executive Officer during any calendar year ; and
WHEREAS , the Board intends to submit this Amendment to the Company’s stockholders for approval.
NOW, THEREFORE , in accordance with Article 9 of the Plan and subject to stockholder approval, the Plan is hereby amended, effective as of the date hereof, as follows:
1. Section 5.1 of the Plan is hereby amended by deleting said section in its entirety and substituting in lieu thereof the following new Section 5.1:
| A- 1 |
5.1 Number Available for Awards . Subject to adjustment as provided in Articles 11 and 12 , the maximum number of shares of Common Stock that may be delivered pursuant to Awards granted under the Plan is eight million nine hundred nineteen thousand seven hundred thirty-seven (8,919,737) shares, of which one hundred percent (100%) may be delivered pursuant to Incentive Stock Options. Shares to be issued may be made available from authorized but unissued Common Stock, Common Stock held by the Company in its treasury, or Common Stock purchased by the Company on the open market or otherwise. During the term of this Plan, the Company will at all times reserve and keep available the number of shares of Common Stock that shall be sufficient to satisfy the requirements of this Plan.
2. Except as expressly amended by this Amendment, the Plan shall continue in full force and effect in accordance with the provisions thereof.
[ Remainder of Page Intentionally Left Blank
Signature Page Follows .]
| A- 2 |
IN WITNESS WHEREOF , the Company has caused this Amendment to be duly executed as of the date first written above.
| INSPIREMD, INC. | ||
| By: | ||
| Name: | Craig Shore | |
| Title: | Chief Financial Officer, Chief Administrative Officer, Treasurer and Secretary | |
| A- 3 |