Check the appropriate box
to designate the rule pursuant to which this Schedule is filed:
The information required
on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities
Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject
to all other provisions of the Act (however, see the Notes).
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1
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NAME OF REPORTING PERSON
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Bigger Capital Fund, LP
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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(a) ☒
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(b) ☐
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3
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SEC USE ONLY
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4
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CITIZENSHIP OR PLACE OF ORGANIZATION
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Delaware
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NUMBER OF
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5
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SOLE VOTING POWER
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SHARES
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BENEFICIALLY
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0 shares
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OWNED BY
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6
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SHARED VOTING POWER
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EACH
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REPORTING
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30,305*
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PERSON WITH
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7
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SOLE DISPOSITIVE POWER
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0 shares
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8
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SHARED DISPOSITIVE POWER
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30,305*
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9
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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30,305*
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10
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CHECK BOX IF THE
AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
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☐
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11
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
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Less than 1%*
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12
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TYPE OF REPORTING PERSON
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PN
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* Consists of 30,305 shares of Common Stock
underlying Series D Warrants.
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1
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NAME OF REPORTING PERSON
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Bigger Capital Fund GP, LLC
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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(a) ☒
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(b) ☐
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3
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SEC USE ONLY
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4
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CITIZENSHIP OR PLACE OF ORGANIZATION
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Delaware
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NUMBER OF
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5
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SOLE VOTING POWER
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SHARES
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BENEFICIALLY
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0 shares
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OWNED BY
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6
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SHARED VOTING POWER
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EACH
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REPORTING
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30,305*
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PERSON WITH
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7
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SOLE DISPOSITIVE POWER
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0 shares
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8
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SHARED DISPOSITIVE POWER
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30,305*
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9
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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30,305*
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10
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CHECK BOX IF THE
AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
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☐
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11
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
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Less than 1%*
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12
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TYPE OF REPORTING PERSON
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OO
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* Consists of 30,305 shares of Common Stock
underlying Series D Warrants.
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1
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NAME OF REPORTING PERSON
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Michael Bigger
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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(a) ☒
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(b) ☐
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3
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SEC USE ONLY
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4
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CITIZENSHIP OR PLACE OF ORGANIZATION
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USA
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NUMBER OF
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5
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SOLE VOTING POWER
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SHARES
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BENEFICIALLY
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0 shares
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OWNED BY
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6
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SHARED VOTING POWER
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EACH
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REPORTING
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36,973*
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PERSON WITH
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7
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SOLE DISPOSITIVE POWER
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0 shares
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8
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SHARED DISPOSITIVE POWER
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36,973*
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9
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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36,973*
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10
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CHECK BOX IF THE
AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
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☐
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11
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
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1.0%*
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12
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TYPE OF REPORTING PERSON
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IN
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* Consists of 30,305 shares and 6,668 shares
underlying Series D Warrants hold by Bigger Capital Fund, LP and Patricia Winter, the spouse of Mr. Bigger, respectively.
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1
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NAME OF REPORTING PERSON
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Patricia Winter
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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(a) ☒
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(b) ☐
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3
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SEC USE ONLY
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4
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CITIZENSHIP OR PLACE OF ORGANIZATION
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Austria
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NUMBER OF
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5
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SOLE VOTING POWER
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SHARES
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BENEFICIALLY
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6,668 shares
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OWNED BY
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6
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SHARED VOTING POWER
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EACH
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REPORTING
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0 shares*
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PERSON WITH
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7
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SOLE DISPOSITIVE POWER
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6,668 shares
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8
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SHARED DISPOSITIVE POWER
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0*
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9
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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6,668*
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10
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CHECK BOX IF THE
AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
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☐
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11
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
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Less than 1%*
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12
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TYPE OF REPORTING PERSON
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IN
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* Consists of 6,668 shares of Common Stock
underlying Series D Warrants. Excludes shares deemed beneficially owned by Michael Bigger, the spouse of Ms. Winter.
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Item 1(a).
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Name of Issuer:
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InspireMD, Inc. a Delaware corporation
(the “Issuer”).
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Item 1(b).
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Address of Issuer’s Principal Executive Offices:
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4 Menorat Hamaor St.
Tel Aviv, Israel 6744832
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Item 2(a).
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Name of Person Filing
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Item 2(b).
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Address of Principal Business Office or, if None, Residence
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Bigger Capital Fund, LP (“Bigger
Capital”)
175 W. Carver Street
Huntington, NY 11743
Citizenship: Delaware
Bigger Capital Fund GP, LLC (“Bigger
GP”)
175 W. Carver Street
Huntington, NY 11743
Citizenship: Delaware
Michael Bigger
175 W. Carver Street
Huntington, NY 11743
Citizenship: USA
Patricia Winter
175 W. Carver Street
Huntington, NY 11743
Citizenship: Austria
Each of the foregoing is referred
to as a “Reporting Person” and collectively as the “Reporting Persons.”
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Item 2(d).
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Title of Class of Securities:
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Common Stock, $.0001 par value (the
“Common Stock”)
45779A861
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Item 3.
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If This Statement is Filed Pursuant to Rule 13d-1(b), or 13d-2(b) or (c), Check Whether the Person
Filing is a:
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/x/
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Not applicable.
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(a)
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/ /
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Broker or dealer registered under Section 15 of the Exchange Act.
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(b)
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/ /
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Bank as defined in Section 3(a)(6) of the Exchange Act.
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(c)
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/ /
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Insurance company as defined in Section 3(a)(19) of the Exchange Act.
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(d)
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/ /
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Investment company registered under Section 8 of the Investment Company Act.
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(e)
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/ /
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An investment adviser in accordance with Rule 13d-1(b)(1)(ii)(E).
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(f)
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/ /
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An employee benefit plan or endowment fund in accordance with Rule 13d-1(b)(1)(ii)(F).
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(g)
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/ /
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A parent holding company or control person in accordance with Rule 13d-1(b)(1)(ii)(G).
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(h)
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/ /
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A savings association as defined in Section 3(b) of the Federal Deposit Insurance Act.
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(i)
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/ /
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A church plan that is excluded from the definition of an investment company under Section 3(c)(14) of the Investment Company Act.
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(j)
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/ /
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Group, in accordance with Rule 13d-1(b)(1)(ii)(J).
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(k)
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/ /
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Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K). If filing as a non-U.S. institution in accordance with Rule 240.13d-1(b)(1)(ii)(J), please specify the type of institution: ____
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(a)
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Amount beneficially owned:
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As of the close of business on December
31, 2019, Bigger Capital beneficially owned 30,305 shares of Common Stock underlying Series D Warrants.
Bigger GP, as the general partner
of Bigger Capital, may be deemed to beneficially own the 30,305 shares of Common Stock beneficially owned by Bigger Capital.
Ms. Winter beneficially owned 6,668
shares of Common Stock underlying Series D Warrants.
Mr. Bigger, as the managing member
of Bigger GP, may be deemed to beneficially own the 30,305 shares of Common Stock beneficially owned by Bigger GP and as the spouse
of Ms. Winter he may be deemed to beneficially own the 6,668 shares of Common Stock beneficially owned by Patricia Winter.
The foregoing should not be construed
in and of itself as an admission by any Reporting Person as to beneficial ownership of any shares of Common Stock owned by another
Reporting Person. Each of Bigger GP and Mr. Bigger disclaims beneficial ownership of the shares of Common Stock beneficially owned
by Bigger Capital. Mr. Bigger also disclaims beneficial ownership of the shares by Ms. Winters and the filing of this statement
shall not be construed as an admission that any such person or entity is the beneficial owner of any such securities.
The following percentages are based
on 3,632,857 shares of Common Stock outstanding as of November 12, 2019, which is the total number of shares of Common Stock outstanding
as reported in the Issuer’s Form 10-Q for the Quarterly Period ended September 30, 2019, filed with the Securities and Exchange
Commission on November 12, 2019.
As of the close of business on December
31, 2019, Bigger Capital, Bigger GP and Ms. Winter beneficially owned less than 1.0% of the outstanding shares of Common Stock,
and Mr. Bigger may be deemed to beneficially own approximately 1.0% of the outstanding shares of Common Stock.
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(c)
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Number of shares as to which such person has:
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(i)
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Sole power to vote or to direct the vote
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See Cover Pages Items 5-9.
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(ii)
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Shared power to vote or to direct the vote
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See Cover Pages Items 5-9.
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(iii)
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Sole power to dispose or to direct the disposition of
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See Cover Pages Items 5-9.
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(iv)
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Shared power to dispose or to direct the disposition of
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See Cover Pages Items 5-9.
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Item 5.
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Ownership of Five Percent or Less of a Class.
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If this statement is being filed
to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent
of the class of securities, check the following: [X]
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Item 6.
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Ownership of More than Five Percent on Behalf of Another Person.
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Bigger GP and Mr. Bigger share voting
and dispositive power over the shares of Common Stock beneficially owned by Bigger Capital.
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Item 7.
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Identification and Classification of the Subsidiary That Acquired the Security Being Reported on
by the Parent Holding Company or Control Person.
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Not Applicable.
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Item 8.
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Identification and Classification of Members of the Group.
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Not Applicable.
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Item 9.
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Notice of Dissolution of Group.
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Not Applicable.
By signing below each
of the undersigned certifies that, to the best of its knowledge and belief, the securities referred to above were not acquired
and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and
were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect.
SIGNATURE
After reasonable inquiry
and to the best of his knowledge and belief, each of the undersigned certifies that the information set forth in this statement
is true, complete and correct.
Dated: February 5, 2020
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Bigger Capital Fund, LP
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By:
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Bigger Capital Fund GP, LLC, its general partner
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By:
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/s/ Michael Bigger
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Name:
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Michael Bigger
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Title:
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Managing Member
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Bigger Capital Fund GP, LLC
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By:
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/s/ Michael Bigger
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Name:
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Michael Bigger
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Title:
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Managing Member
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/s/ Michael Bigger
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Michael Bigger
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/s/ Patricia Winter
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PATRICIA WINTER
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