Current Report Filing (8-k)
July 29 2020 - 8:28AM
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): July 29, 2020
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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(888)
776-6804
(Registrant’s
telephone number, including area code)
N/A
(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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Securities
registered pursuant to Section 12(b) of the Act:
Title
of each class
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Trading
Symbol(s)
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Name
of exchange on
which registered
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Common
Stock, par value $0.0001 per share
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NSPR
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NYSE
American
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Warrants,
exercisable for one share of Common Stock
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NSPR.WS
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NYSE
American
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Series
B Warrants, exercisable for one share of Common Stock
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NSPR.WSB
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NYSE
American
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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
8.01 Other Events.
On
July 28, 2020, InspireMD, Inc. (the “Company”) entered into a settlement agreement and release (the “Settlement
Agreement”) with H.C. Wainwright & Co., LLC (the “Prior Underwriter”), which served as the underwriter
for its September 2019 public offering and for other offerings conducted by the Company prior to that. Pursuant to the Settlement
Agreement, the Company will pay to the Prior Underwriter $400,000 in cash and effect a reduction in the exercise price per share
of warrants to purchase 274,029 shares of the Company’s common stock that had been issued by the Company to the Prior Underwriter
in various offerings ranging from March 2018 to September 2019 to $0.495, which is the same exercise price as the Series F Warrants
that the Company issued in its June 2020 public offering. The warrants being repriced have exercise prices per share ranging from
$187.50 to $2.25 and a weighted average exercise price per share of $7.32. All other terms of such warrants shall remain unchanged.
The
terms of engagement for the Prior Underwriter for the Company’s September 2019 offering contained a purported 12-month right
of first refusal in favor of the Prior Underwriter with respect to future financings. Due to, among other things, difficulties
in the Company’s relationship with the Prior Underwriter and the Company’s need to raise additional funds to finance
its ongoing operations, the Company engaged A.G.P./Alliance Global Partners in May 2020 as underwriter for the Company’s
June 2020 offering, while also negotiating the terms of the Settlement Agreement, which was finalized as described above. In consideration
for the cash payment and warrant pricing described above, the Prior Underwriter provided the Company with a final, unconditional
release from any further obligations arising out of or related to the engagement agreements, underwriting agreements and placement
agency agreements which the Company had entered into with the Prior Underwriter or with respect to any services which the Prior
Underwriter had provided to the Company (the “Prior Agreements and Services”). Pursuant to the Settlement Agreement
the Company also provided the Prior Underwriter with a final, unconditional release from any further obligations arising out of
or related to the Prior Agreements and Services.
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:
July 29, 2020
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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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