Form 8-K - Current report

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): January 30, 2024

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INSPIRE MEDICAL SYSTEMS, INC.

(Exact name of registrant as specified in its charter)

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Delaware

001-38468

26-1377674

(State or other jurisdiction of incorporation)

(Commission File Number)

(I.R.S. Employer Identification No.)

5500 Wayzata Blvd., Suite 1600

Golden Valley, Minnesota 55416

(Address of principal executive offices) (Zip Code)

(844) 672-4357

(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:

☐ 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))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

Trading Symbol(s)

Name of each exchange on which registered

Common Stock, $0.001 par value per share

INSP

New York Stock Exchange

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. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

(b) On January 30, 2024, Marilyn Carlson Nelson, Chair of the Board of Directors (the “Board”) of Inspire Medical Systems, Inc. (the “Company”), notified the Company of her decision to retire from the Board and not stand for re-election at the Company’s 2024 Annual Meeting of Stockholders (the “2024 Annual Meeting”) scheduled to occur on May 2, 2024. Ms. Nelson’s retirement will become effective at the conclusion of the 2024 Annual Meeting. Ms. Nelson’s decision to retire and not stand for re-election was not the result of a disagreement with the Company on any matter relating to the Company’s operations, policies or practices.

On February 5, 2024, the Company announced that the Board has appointed Chief Executive Officer Timothy P. Herbert to the additional role of Board Chair, succeeding Ms. Nelson, to be effective at the conclusion of the 2024 Annual Meeting. Mr. Herbert’s decades of expertise in the medical device industry as well as his deep understanding of the business that he founded make him uniquely qualified to effectively manage the business, execute on the Company’s strategic priorities and lead the Board.

The Board has appointed Gary Ellis to the role of Lead Independent Director to be effective at the conclusion of the 2024 Annual Meeting. Mr. Ellis will continue to serve in his role as the Chair of the Company’s Nominating and Corporate Governance Committee.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits


Exhibit No.						Description

99.1						Press release of Inspire Medical Systems, Inc., dated February 5 , 2024.

104						Cover Page Interactive Data File - the cover page XBRL tags are embedded within the Inline XBRL document.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.


		INSPIRE MEDICAL SYSTEMS, INC.

Date:	February 5, 2024	By:	/s/ Bryan K. Phillips
			Bryan K. Phillips
			Sr. Vice President, General Counsel

Exhibit 99.1

Inspire Medical Systems, Inc. Announces Chair Marilyn Carlson Nelson to Retire and Timothy P. Herbert named Chair and Chief Executive Officer

Gary L. Ellis to serve as Lead Independent Director

MINNEAPOLIS, MN – February 5, 2024 – Inspire Medical Systems, Inc. (NYSE: INSP) (Inspire), a medical technology company focused on the development and commercialization of innovative, minimally invasive solutions for patients with obstructive sleep apnea (OSA), today announced the retirement of Marilyn Carlson Nelson as Chair of its Board of Directors and the appointment of Chief Executive Officer Timothy P. Herbert to the additional role of Board Chair, to be effective at the conclusion of the Company’s Annual Meeting of Stockholders scheduled to occur on May 2, 2024.

“Marilyn has had a profound impact on our business and our employees through her many years on the board,” said Tim Herbert, President and Chief Executive Officer of Inspire Medical Systems. “I want to personally thank Marilyn for her leadership and mentoring not only myself but the entire team over many years. She is an inspiration to the entire organization. Looking forward, it is both humbling and exciting to accept the position of Board Chair following the amazing path set by Marilyn. I am confident in our ability to maintain the strong patient outcomes provided by Inspire therapy and continue the growth in Inspire therapy adoption.”

Ms. Nelson joined the Board as Chair in 2018 following the passing of her husband and the original Chair of Inspire’s Board, Glen D. Nelson, M.D. Mr. Herbert is the founder of Inspire and has served as President and CEO since May of 2007.

Mr. Herbert's decades of expertise in the medical device industry as well as his deep understanding of the business that he founded make him uniquely qualified to effectively manage the business, execute on our strategic priorities and lead the Board. The Board has appointed Gary Ellis to the role of Lead Independent Director. Mr. Ellis was appointed to the Inspire Board in 2019 following an extensive career as Chief Financial Officer of Medtronic and serves as the Chair of the Nominating and Corporate Governance Committee.

About Inspire Medical Systems

Inspire is a medical technology company focused on the development and commercialization of innovative, minimally invasive solutions for patients with obstructive sleep apnea. Inspire’s proprietary Inspire therapy is the first and only FDA-approved neurostimulation technology that provides a safe and effective treatment for moderate to severe obstructive sleep apnea.

For additional information about Inspire, please visit www.inspiresleep.com.

Forward Looking Statements

This press release contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. All statements other than statements of historical facts are forward-looking statements. Forward-looking statements involve inherent risks and uncertainties, and important factors could cause actual results to differ materially from those anticipated, including the factors identified under the captions “Risk Factors” and “Management's Discussion and Analysis of Financial Condition and Results of Operations” in our Annual Report on Form 10-K for the fiscal year ended December 31, 2022 filed with the SEC, and as such factors may be updated from time to time in our other filings with the SEC, which are accessible on the SEC’s website at www.sec.gov and the Investors page of our website at www.inspiresleep.com. Forward-looking statements speak only as of the date they are made, and we undertake no obligation to update them in light of new information or future events.

Investor and Media Contact

Ezgi Yagci

Vice President, Investor Relations

ezgiyagci@inspiresleep.com

617-549-2443

Document and Entity Information	Jan. 30, 2024
Cover [Abstract]
Entity Registrant Name	INSPIRE MEDICAL SYSTEMS, INC.
Entity Central Index Key	0001609550
Document Type	8-K
Amendment Flag	false
Document Period End Date	Jan. 30, 2024
Entity Incorporation, State or Country Code	DE
Entity File Number	001-38468
Entity Tax Identification Number	26-1377674
Entity Address, Address Line One	5500 Wayzata Blvd.
Entity Address, Address Line Two	Suite 1600
Entity Address, City or Town	Golden Valley
Entity Address, State or Province	MN
Entity Address, Postal Zip Code	55416
City Area Code	844
Local Phone Number	672-4357
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Title of 12(b) Security	Common Stock, $0.001 par value per share
Trading Symbol	INSP
Security Exchange Name	NYSE
Entity Emerging Growth Company	false