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): March 25, 2019
InspireMD,
Inc.
(Exact
name of registrant as specified in its charter)
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Delaware
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001-35731
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26-2123838
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(State
or other jurisdiction
of
incorporation)
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(Commission
File
Number)
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(IRS
Employer
Identification
No.)
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4
Menorat Hamaor St.
Tel
Aviv, Israel
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6744832
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(Address
of principal executive offices)
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(Zip
Code)
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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:
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[ ]
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Written
communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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[ ]
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Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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[ ]
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Pre-commencement
communications pursuant to Rule 13e-4 (c) under the Exchange Act (17 CFR 240.13e-4(c))
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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 Item 5.03 of this report is incorporated herein by
reference.
Item
5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements
of Certain Officers.
Third
Amendment to Shore Employment Agreement
On
March 25, 2019, InspireMD, Inc. (the “Company”) and Craig Shore, the Company’s chief financial officer, chief
administrative officer, secretary and treasurer, entered into the third amendment (the “Shore Amendment”) to that
certain Amended and Restated Employment Agreement dated as of May 5, 2014, as amended on January 5, 2015, and on July 25, 2016,
in order to amend the term of Mr. Shore’s employment, so that the initial term of Mr. Shore’s employment will end
on December 31, 2020, which will automatically be renewed for additional one-year periods on January 1, 2021, and on each January
1st thereafter, unless either party gives the other party written notice of its election not to extend such employment at least
six months prior to the next January 1st renewal date.
A
copy of the Shore Amendment is filed as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated herein by reference.
Item
5.03 Amendment to Articles of Incorporation or Bylaws; Change in Fiscal Year.
As
previously disclosed, on March 21, 2019, the Company held its annual meeting of its stockholders (the “Annual Meeting”).
At the Annual Meeting, the stockholders approved the proposal to authorize the board of directors (the “Board”), in
its discretion, 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 and included in a public announcement.
On
March 22, 2019, the Board approved a 1-for-50 reverse stock split of the Company’s issued and outstanding shares of common
stock (the “Reverse Stock Split”), and on March 27, 2019, 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, which will become effective as of 5:00 p.m. Eastern Time on March 29, 2019. The Company’s common
stock will begin trading on a split-adjusted basis when the market opens on April 1, 2019.
When
the Reverse Stock Split becomes effective, every 50 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 conversion of the Company’s outstanding shares of preferred stock and 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 853.
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 February 19, 2019, 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
8.01 Other Events.
On
March 26, 2019, the Company announced that the Board approved a one-for-fifty reverse stock split of its common stock that is
scheduled to become effective after trading closes on March 29, 2019.
A
copy of the press release announcing these events is attached as Exhibit 99.1 to this Current Report on Form 8-K and is hereby
incorporated by reference herein.
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.
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InspireMD, Inc.
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Date:
March 28, 2019
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By:
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/s/
Craig Shore
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Name:
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Craig
Shore
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Title:
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Chief
Financial Officer
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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 March 29, 2019 (the “
Effective Time
”), each fifty (50) 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 March 29, 2019 (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 1/50 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
1/50.”
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 27th of March
2019.
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INSPIREMD,
INC.
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By:
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/s/
Craig Shore
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Name:
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Craig
Shore
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Title:
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Chief
Financial Officer, Treasurer and
Secretary
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THIRD
AMENDMENT TO AMENDED AND RESTATED EMPLOYMENT AGREEMENT
This
THIRD
Amendment to AMENDED AND RESTATED Employment Agreement
(this “
Amendment
”)
is made and entered as of this 25
th
day of March, 2019 (the “
Amendment Effective Date
”) by
and between InspireMD, Inc., a Delaware corporation (the “
Company
”), and Craig Shore (the “
Executive
”)
for purposes of amending that certain Amended and Restated Employment Agreement dated as of May 5, 2014, as amended on January
5, 2015 and July 25, 2016, by and between the Company and the Executive (the “
Agreement
”). 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 Agreement.
WHEREAS
,
Section 7.5 of the Agreement provides that the parties to the Agreement may amend the Agreement in a writing signed by the parties;
and
WHEREAS
,
the parties hereto desire to amend the Agreement in certain respects.
NOW
THEREFORE
, pursuant to Section 7.5 of the Agreement, and for good and valuable consideration, the sufficiency of which is
hereby acknowledged, the Company and the Executive agree as follows:
1. Section
1.3 of the Agreement is hereby amended as of the Amendment Effective Date by deleting said section in its entirety and substituting
in lieu thereof the following new Section 1.3:
1.3
Term
of Employment
. The term of this Agreement shall continue until 11:59 p.m. Eastern Time on December 31, 2020 (the “
Initial
Term
”) unless sooner terminated or extended as provided hereunder. This Agreement shall automatically renew for additional
one-year periods on January 1, 2021 and on each and every January 1st thereafter (each such extension, the “
Renewal Term
”)
unless either party gives the other party written notice of its or his election not to extend such employment at least six months
prior to the next January 1st renewal date. Further, if a Change in Control occurs when less than two full years remain in the
Initial Term or during any Renewal Term, this Agreement shall automatically be extended for two years only from the Change in
Control Date and thereafter shall terminate on the second anniversary of the Change in Control Date in accordance with its terms.
The Initial Term, together with any Renewal Term or extension as a result of a Change in Control, are collectively referred to
herein as the “
Term
.” In the event that the Executive continues to be employed by the Company after the Term,
unless otherwise agreed by the parties in writing, such continued employment shall be on an at-will, month-to-month basis upon
terms agreed upon at such time without regard to the terms and conditions of this Agreement (except as expressly provided herein)
and this Agreement shall be deemed terminated at the end of the Term, regardless of whether such employment continues at-will,
other than Articles VI and VII, plus specified provisions of Articles IV and V to the extent they relate to termination of employment
after expiration of the Term, which shall survive the termination or expiration of this Agreement for any reason.
2.
Except as expressly amended by this Amendment, the Agreement shall continue in full force
and effect in accordance with the provisions thereof.
3.
In the event of a conflict between the Agreement and this Amendment, this Amendment shall
govern.
*
* * * * * * * * *
[
Remainder
of Page Intentionally Left Blank
Signature
Page Follows
.]
IN
WITNESS WHEREOF
, the parties have executed this Third Amendment to Amended and Restated Employment Agreement as of the Amendment
Effective Date.
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THE
COMPANY:
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INSPIREMD,
INC.
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By:
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/s/
James J. Barry
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Name:
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James
J. Barry
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Title:
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President
and Chief Executive Officer
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EXECUTIVE:
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/s/
Craig Shore
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Craig
Shore
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InspireMD
Announces 1-for-50 Reverse Stock Split
Tel
Aviv, Israel— March 26, 2019 - InspireMD, Inc. (NYSE American: NSPR, NSPR.WS, NSPR.WSB), a leader in embolic prevention
systems (EPS) / thrombus management technologies and neurovascular devices, today announced that its Board of Directors has approved
a one-for-fifty reverse stock split of its common stock that is scheduled to become effective after trading closes on March 29,
2019. Beginning on April 1, 2019, the Company’s common stock will trade on the NYSE American on a split adjusted basis under
a new CUSIP number 45779A 853. The Company’s common stock will continue to trade on the NYSE American under the symbol “NSPR.”
As previously disclosed, at the InspireMD Annual Meeting of Stockholders held on March 21, 2019, the Company’s stockholders
approved a proposal authorizing the Company’s Board of Directors to effect a reverse stock split at a ratio in the range
of one-for-twenty-five and one-for-fifty in order to help regain compliance with the NYSE American’s minimum price requirements.
Upon
effectiveness after market close on March 29, 2019, 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 1/1,750 of one share of common stock at an
exercise price of $8,750 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 1/1,750 of one share of common stock at an exercise price
of $3,500.00 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 March 29, 2019, will be on a pre-adjusted basis.
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 44 million to 0.9 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 February 19, 2019, 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 treatment of carotid
artery disease 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 warrants are quoted on the NYSE American
under the ticker symbol NSPR.WS.
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-looking statements as a result of new information,
future events or otherwise.
Investor
Contacts:
Craig
Shore
Chief
Financial Officer
InspireMD,
Inc.
888-776-6804
craigs@inspiremd.com
Jeremy
Feffer
LifeSci
Advisors, LLC
212-915-2568
jeremy@lifesciadvisors.com