Current Report Filing (8-k)
March 28 2019 - 3:48PM
Edgar (US Regulatory)
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)
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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Written
communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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[ ]
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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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