TO PROXY STATEMENT
THE ANNUAL MEETING OF STOCKHOLDERS
BE HELD ON MARCH 21, 2019
February 19, 2019, InspireMD, Inc. (the “Company”) filed a definitive proxy statement for its 2019 Annual Meeting
of Stockholders (the “Proxy Statement”) with the Securities and Exchange Commission. The Company is furnishing this
supplement in order to correct (i) a clerical error in the number of shares of common stock outstanding as of February 18, 2019
appearing on page 18 of the Proxy Statement and on page 45 of the Proxy Statement and (ii) a computational error on page 45 of
the Proxy Statement regarding the reduced number of shares that would be issued and outstanding if the proposed reverse stock
split is approved and effected. The corrected numbers of shares are provided below and replace the original numbers in the Proxy
Statement. All other items of the Proxy Statement are incorporated herein by reference without changes.
paragraph preceding the table on page 18 of the Proxy Statement, under the section entitled “Security Ownership of Certain
Beneficial Owners and Management,” is hereby replaced with the following:
as indicated in the footnotes to this table, each beneficial owner named in the table below has sole voting and sole investment
power with respect to all shares beneficially owned and each person’s address is c/o InspireMD, Inc., 4 Menorat Hamaor St.,
Tel Aviv, Israel 6744832. As of February 18, 2019, we had 41,888,895 shares outstanding.
addition, the last paragraph on page 45 of the Proxy Statement, under the section entitled “Principal Effects of the Reverse
Stock Split—Effect on Existing Common Stock,” is hereby replaced with the following:
the Reverse Stock Split is approved and effected, the number of shares of common stock issued and outstanding will be reduced
from 41,888,895 (as of February 18, 2019) to between approximately 838,570 shares and 1,676,286 shares, depending on which exchange
ratio is ultimately effected. Except for the change resulting from the adjustment for fractional shares (described below), the
change in the number of shares of common stock outstanding that will result from the Reverse Stock Split will not affect any stockholder’s
percentage ownership in the Company. The relative voting and other rights that accompany the shares of common stock would not
be affected by the Reverse Stock Split.
as described above, this supplement to the Proxy Statement does not modify, amend, supplement or otherwise affect the Proxy Statement.
supplement should be read in conjunction with the Company’s Proxy Statement filed with the Securities and Exchange Commission
on February 19, 2019. To the extent that information in this supplement differs from or updates information contained in the Proxy
Statement, the information in this supplement controls.
NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS
THE ANNUAL MEETING TO BE HELD ON MARCH 21, 2019:
supplement, the Proxy Statement, the proxy card and the Company’s 2018 Annual Report are available at www.proxyvote.com.
Additionally, you can find a copy of the Company’s Annual Report on Form 10-K on the website of the SEC at www.sec.gov.