Prospectus Filed Pursuant to Rule 424(b)(3) (424b3)
July 29 2020 - 04:35PM
Edgar (US Regulatory)
Filed
Pursuant to Rule 424(b)(3)
Registration No. 333-225680
PROSPECTUS
SUPPLEMENT
(to
Prospectus dated June 29, 2018)
InspireMD,
Inc.
40,000 Shares
|
Common
Stock
|
This prospectus supplement (“Supplement”) modifies,
supersedes and supplements information contained in, and should be read in conjunction with, that certain prospectus, dated June
29, 2018, related to the offering of 10,851,417 units (each unit consisting of one share of our common stock and one Series D
Warrant to purchase one share of our common stock) and 22,481,916 pre-funded units (each pre-funded unit consisting of one
pre-funded warrant to purchase one share of our common stock and one Series D Warrant to purchase one share of our common stock)
(the “Prospectus”), of InspireMD, Inc. (the “Company”). This Supplement is not complete without, and may
not be delivered or used except in connection with, the Prospectus and all supplements thereto.
The information contained in this Supplement
modifies and supersedes, in part, the information in the Prospectus, as supplemented. Any information that is modified or superseded
in the Prospectus shall not be deemed to constitute a part of the Prospectus, except as modified or superseded by this Supplement.
We may amend or supplement the Prospectus from
time to time by filing amendments or supplements as required. You should read the entire Prospectus and any amendments or
supplements carefully before you make an investment decision.
Investing in our securities involves a high
degree of risk. See “Risk Factors” beginning on page 10 of this prospectus and in the documents incorporated by reference
into this prospectus for a discussion of risks that should be considered in connection with an investment in our securities.
FORWARD-LOOKING STATEMENTS
You should carefully consider the risk factors
set forth in the Prospectus, as well as the other information contained in this Supplement and the Prospectus. This Supplement
and the Prospectus contain forward-looking statements regarding events, conditions, and financial trends that may affect our plan
of operation, business strategy, operating results, and financial position. You are cautioned that any forward-looking statements
are not guarantees of future performance and are subject to risks and uncertainties. Actual results may differ materially from
those included within the forward-looking statements as a result of various factors. Cautionary statements in the “Risk Factors”
section of the prospectus identify important risks and uncertainties affecting our future, which could cause actual results to
differ materially from the forward-looking statements made in this Supplement and the Prospectus.
REPRICING OF WARRANTS
On July 28, 2020, the Company
entered into a Settlement Agreement with H.C. Wainwright & Co., LLC (“HCW”), whereby, among other things, the exercise
price of an aggregate of 40,000 warrants previously issued to HCW designees (the “Holders”) under the Prospectus was
reduced from $18.75 to $0.495.
This Supplement is being filed to reduce the exercise
price of the following warrants from $18.75 to $0.495:
Holder
|
|
No. of Warrants Repriced
|
|
Charles Worthman
|
|
|
400
|
|
Mark Viklund
|
|
|
1,200
|
|
Michael Vasinkevich
|
|
|
25,800
|
|
Noam Rubinstein
|
|
|
12,600
|
|
Total
|
|
|
40,000
|
|
Prospectus
Supplement No. 1
Dated
July 29, 2020
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