Current Report Filing (8-k)
March 21 2019 - 3:36PM
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 21, 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
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(Commission File Number)
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(IRS Employer
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jurisdiction
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Identification No.)
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of incorporation)
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4 Menorat Hamaor St.
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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: (857) 305-2410
(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:
☐
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐
Pre-commencement communications pursuant to Rule 13e-4 (c) under the Exchange Act (17 CFR 240.13e-4(c))
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
5.02
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Departure
of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain
Officers.
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Fifth
Amendment to the InspireMD, Inc. 2013 Long-Term Incentive Plan
On
March 21, 2019, InspireMD, Inc. (the “Company”) held its 2019 annual meeting of stockholders (the “Annual Meeting”).
As described below under Item 5.07, at the Annual Meeting, the Company’s stockholders approved the Fifth Amendment to the
InspireMD, Inc. 2013 Long-Term Incentive Plan (the “Plan”) to (i) increase the number of shares of common stock available
for issuance pursuant to awards under such Plan by 25,000,000 shares, to a total of 33,919,737 shares of common stock, and (ii)
reflect certain changes to the U.S. Internal Revenue Code upon the enactment of the Tax Cuts and Jobs Act of 2017 (the “Fifth
Plan Amendment”). The board of directors of the Company (the “Board”) previously approved the Fifth Plan Amendment
on February 4, 2019, subject to stockholder approval.
Election
of Class 2 Directors
As
previously reported in the Company’s definitive proxy statement filed with the Securities and Exchange Commission on February
19, 2019 (the “2019 Proxy”), the term of the Company’s Class 2 directors, Michael Berman and Campbell Rogers,
M.D., was scheduled to expire at the Annual Meeting, and the Board nominated Mr. Berman and Dr. Rogers for re-election at the
Annual Meeting as Class 2 directors.
At
the Annual Meeting, Mr. Berman and Dr. Rogers were elected as Class 2 members of the Board to serve for a term expiring at the
Company’s 2022 annual meeting of stockholders or until his successor is elected and qualified.
For
more information about the matters above, see the Company’s 2019 Proxy, the relevant portions of which are incorporated
herein by reference. The description of the Fifth Plan Amendment above and such portions of the 2019 Proxy are qualified in their
entirety by reference to the full text of the Fifth Plan Amendment, filed as Exhibit 10.1 to this Current Report on Form 8-K and
incorporated herein by reference.
Item
5.07
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Submission
of Matters to a Vote of Security Holders.
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At
the Annual Meeting, the following five proposals were submitted to a vote of the Company’s stockholders:
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(1)
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Election
of two Class 2 directors to serve on the Board for a term of three years or until their successors are elected and qualified,
for which Michael Berman and Campbell Rogers, M.D. were the nominees.
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(2)
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Approval
of the Fifth Plan Amendment to (i) increase the number of shares of common stock of the Company available for issuance pursuant
to awards under the Plan by 25,000,000 shares, to a total of 33,919,737 shares of common stock, and (ii) reflect certain changes
to the U.S. Internal Revenue Code upon the enactment of the Tax Cuts and Jobs Act of 2017.
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(3)
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Authorization
of the board of directors, in its discretion, to amend the Amended and Restated Certificate of Incorporation of the Company
to effect a reverse stock split of the Company’s outstanding shares of common stock at a ratio in the range of 1-for-25
to 1-for-50, such ratio to be determined by the board of directors and included in a public announcement (the “Reverse
Stock Split Proposal”).
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(4)
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If
and only if the Reverse Stock Split Proposal is not approved, approval of an amendment to the Amended and Restated Certificate
of Incorporation of the Company to increase the number of authorized shares of common stock from 150,000,000 to 500,000,000.
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(5)
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Ratification
of the appointment of Kesselman & Kesselman, Certified Public Accountants, as the Company’s independent registered
public accounting firm for the fiscal year ending December 31, 2019.
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For
more information about the foregoing proposals, see the Company’s 2019 Proxy. Holders of the Company’s common stock
were entitled to one vote per share. The number of votes cast for and against and the number of abstentions and broker non-votes
with respect to each matter voted upon are set forth below:
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(1)
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Election
of two Class 2 directors to serve on the Board for a term of three years or until his successor is elected and qualified:
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Director
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For
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Withheld
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Michael
Berman
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8,098,385
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762,580
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Campbell Rogers, M.D.
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8,197,228
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663,737
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(2)
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Approval
of the Fifth Plan Amendment:
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For
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Against
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Abstain
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Broker Non-Votes
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6,299,042
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2,214,096
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347,827
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24,112,257
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(3)
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Approval
of the Reverse Stock Split Proposal:
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For
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Against
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Abstain
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23,697,130
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7,893,029
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1,383,063
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Since
the Reverse Stock Split Proposal was approved, the number of votes cast with respect to the proposal to increase the number of
authorized shares of common stock was not tabulated.
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(5)
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Ratification
of the appointment of Kesselman & Kesselman, Certified Public Accountants, as the Company’s independent registered
public accounting firm for the year ending December 31, 2019:
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For
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Against
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Abstain
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29,824,486
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2,558,837
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589,899
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The
results reported above are final voting results. No other matters were considered or voted upon at the meeting.
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Item
9.01
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Financial
Statements and Exhibits.
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(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 21, 2019
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By:
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/s/
Craig Shore
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Name:
Craig Shore
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Title:
Chief Financial Officer
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