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UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
DC 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 15, 2023
InspireMD,
Inc.
(Exact
Name of Registrant as Specified in Its Charter)
Delaware
(State
or Other Jurisdiction of Incorporation)
| 001-35731 |
|
26-2123838 |
(Commission
File
Number) |
|
(IRS
Employer
Identification
No.) |
4
Menorat Hamaor St.
Tel
Aviv, Israel |
|
6744832 |
| (Address
of Principal Executive Offices) |
|
(Zip
Code) |
(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:
| ☐ |
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)) |
Securities
registered pursuant to Section 12(b) of the Act:
| Title
of each class |
|
Trading
Symbol(s) |
|
Name
of each exchange on which registered |
| Common
Stock, par value $0.0001 per share |
|
NSPR |
|
The
Nasdaq Capital Market LLC |
Indicate
by check mark whether the registrant is an emerging growth company as defined in 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
|
On
March 19, 2023, InspireMD, Inc. (the “Company”), announced that its Board of Directors (the “Board”) promoted
Andrea Tommasoli to Chief Operating Officer of the Company, effective as of March 19, 2023.
Prior
to Mr. Tommasoli’s appointment, he served as Senior Vice President of Global Sales and Marketing since November 2020 and brings
over two decades of life sciences industry experience to the Company. Prior to joining the Company, Mr. Tommasoli held commercial leadership
positions at Integra LifeSciences, a medical device manufacturing company that manufactures products for skin regeneration, neurosurgery,
reconstructive and general surgery, from 2011 to 2020, serving as the Senior Director of Indirect Markets from January 2017 to October
2020, as Director of Sales for Specialty Surgical Solutions Europe from June 2014 to December 2016 and as Director of Sales for Neurosurgery
EMEA from July 2011 to June 2014. Prior to joining Integra, Mr. Tommasoli was a Managing Partner at Alticare, an independent company
focusing on start-ups and growth companies in the medtech business from 2009 to 2011 and was the Director of St. Jude Medical Neuromodulation
division in France from 2007 to 2009. Mr. Tommasoli has vast experience in commercializing innovative medical technology solutions that
improve and advance standard of care. Mr. Tommasoli received his B.A. in nuclear engineering from Bologna University, Italy and his M.B.A.
from HEC Paris, France.
There
are no arrangements or understandings between Mr. Tommasoli and any other person pursuant to which Mr. Tommasoli was appointed to serve
as the Chief Operating Officer of the Company. There are no family relationships between Mr. Tommasoli and any of the Company’s
directors or executive officers. Mr. Tommasoli has no direct or indirect material interest in any existing or currently proposed transaction
that would require disclosure under Item 404(a) of Regulation S-K.
Mr.
Tommasoli is party to an Employment Contract with the Company (the “Agreement”), which took effect on November 2, 2020. Following
his promotion, Mr. Tommasoli will receive an annual base salary of 240,000 Euros (approximately $258,000) and is entitled
to a yearly gross bonus of 35% of his base salary, which will be based on the Board’s assessment of Mr. Tommasoli’s individual
performance and the overall performance of the Company. Mr. Tommasoli’s remuneration is subject to deduction of the employee’s
share of social contributions, and CSG and CRDS. The Agreement
was entered into for an indefinite period, and it may be terminated at any time by either the Company or Mr. Tommasoli with a six months’
notice period; however, no notice period applies in case of serious or gross misconduct. The Agreement further provides for standard
benefits, such as reimbursement of business expenses, professional vehicle expenses and participation in the Company’s employee
benefit plans and programs. The Agreement also contains certain standard confidentiality requirements.
The
foregoing description of the Agreement is only a summary and is qualified in its entirety by reference to the complete terms and conditions
of the Agreement, a copy of which will be filed as an exhibit to the Company’s Annual Report on Form 10-K for the year ending December
31, 2022.
| Item
7.01. |
Regulation
FD Disclosures |
On
March 20, 2023, the Company issued a press release announcing the appointment of Mr. Tommasoli as the Company’s Chief Operating
Officer and providing related information, a copy of which is attached to this Current Report on Form 8-K 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, the registrant has duly caused this report to be signed on its behalf by
the undersigned hereunto duly authorized.
| |
INSPIREMD,
INC. |
| |
|
|
| Date:
March 20, 2023 |
By: |
/s/
Craig Shore |
| |
Name: |
Craig
Shore |
| |
Title: |
Chief
Financial Officer |
Exhibit
99.1
InspireMD
Announces Promotion of Andrea Tommasoli to Chief Operating Officer
Mr.
Tommasoli formerly served as the Company’s Senior Vice President of Global Sales & Marketing since 2020 and has significant
prior commercial leadership experience at Integra LifeSciences and St. Jude Medical
Tel
Aviv, Israel — March 20, 2023 – InspireMD, Inc. (Nasdaq: NSPR), developer of the CGuard™ Embolic Prevention Stent
System (EPS) for the prevention of stroke, today announced that it has promoted Andrea Tommasoli to Chief Operating Officer. Mr. Tommasoli
formerly served as the Company’s Senior Vice President of Global Sales & Marketing since joining InspireMD in November 2020.
“Andrea
has been instrumental in expanding the footprint of CGuard EPS across our approved markets in the EU and, as we advance toward potential
U.S. approval with our ongoing U.S. Investigational Device Exemption (IDE) clinical trial, and as our business requirements shift toward
operational capacity to support our commercial growth, we believe his background and skill set make him an ideal candidate to assume
the role of Chief Operating Officer of the Company at this important time.” Stated Marvin Slosman, Chief Executive Officer of InspireMD.
“On behalf of the entire InspireMD team, I would like to congratulate Andrea on this promotion and look forward to his continued
contributions.”
“I
joined InspireMD because of the tremendous potential of the CGuard EPS stent platform in changing the standard of care for Carotid revascularization
through our proprietary MicroNet™ technology,” stated Mr. Tommasoli. “As the needs of the business grow beyond European
commercialization, I am pleased to be able to play a more significant leadership role with broader responsibilities to drive scalability
and operational efficiency to meet our anticipated growth needs. I am highly confident in the Company’s ability to meet these ever-expanding
drivers of growth and look forward to serving in this important role.”
Mr.
Tommasoli joined InspireMD from Integra LifeSciences (Nasdaq: IART), where he served in several senior commercial leadership roles, most
recently as Senior Sales Director – Indirect Markets, where he led the commercial expansion and integration of Codman’s acquired
portfolio in all OUS indirect countries. Before that, Mr. Tommasoli ran Integra’s Neurosurgery and Instruments business in direct
sales countries in Europe. Prior to Integra, Mr. Tommasoli was the Director of St. Jude Medical’s (part of Abbott, NYSE: ABT) Neuromodulation
division in France. Mr. Tommasoli received his B.A. in nuclear engineering from Bologna University, Italy and his M.B.A. from HEC Paris,
France.
About
InspireMD, 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 Nasdaq under
the ticker symbol NSPR.
We
routinely post information that may be important to investors on our website. For more information, please visit www.inspiremd.com.
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”,
“scheduled” 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
Chuck
Padala, Managing Director
LifeSci
Advisors
646-627-8390
chuck@lifesciadvisors.com
investor-relations@inspiremd.com