EXPLANATORY
NOTE
At
the time the 2013 Long-Term Incentive Plan (the “Plan”) was adopted, we reserved a total of 5,000,000 shares of our
common stock for issuance pursuant to awards granted under the Plan. Our board of directors amended the Plan on July 16, 2015,
which amendment was approved by our stockholders on September 9, 2015, to increase the number of shares of common stock available
for issuance pursuant to awards under the Plan by 4,700,000 shares, to a total of 9,700,000 shares of our common stock. On October
1, 2015, we effected a 1-for-10 reverse stock split of our common stock such that, after giving effect to the 1-for-10 reverse
stock split, there were a total of 970,000 shares of our common stock reserved for issuance pursuant to awards under the Plan.
On May 24, 2016, our stockholders approved the second amendment to the Plan to increase the number of shares of common stock available
for issuance pursuant to awards under the Plan by 10,000,000 shares of common stock, to a total of 10,970,000 shares of common
stock. On September 28, 2016, our stockholders approved the third amendment to the Plan to further increase the number of shares
of common stock available for issuance pursuant to awards under the Plan by additional 6,300,000 shares of common stock, to a
total of 17,270,000 shares of common stock. On October 7, 2016, we effected a 1-for-25 reverse stock split of our common stock
such that, after giving effect to the reverse stock split, there were 690,800 shares of our common stock reserved for issuance
pursuant to awards under the Plan. On February 7, 2018, we effected a 1-for-35 reverse stock split of our common stock such that,
after giving effect to the reverse stock split, there were 19,737 shares of our common stock reserved for issuance pursuant to
awards under the Plan. On October 24, 2018, our stockholders approved the fourth amendment to the Plan to further increase the
number of shares of common stock available for issuance pursuant to awards under the Plan by an additional 8,900,000 shares of
common stock, to a total of 8,919,737 shares of common stock. On March 21, 2019, our stockholders approved the fifth amendment
to 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. On March 29, 2019, we effected a 1-for-50 reverse stock split of
our common stock such that, after giving effect to the reverse stock split, a total of 678,395 shares of our common stock are
reserved for issuance pursuant to awards under the Plan. When adjusted to give effect to the 1-for-10 reverse stock split, the
1-for-25 reverse stock split, the 1-for-35 reverse stock split and the 1-for-50 reverse stock split, as applicable, the first,
second, third, fourth and fifth amendments to the Plan increased the number of shares of common stock available for issuance pursuant
to awards under the Plan by 11 shares, 229 shares, 144 shares, 178,000 shares and 500,000 shares of our common stock, respectively.
This
Registration Statement on Form S-8 of InspireMD, Inc. has been prepared in accordance with the requirements of Form S-8 under
the Securities Act of 1933, as amended, to register:
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70,156
shares of restricted stock granted under the fourth amendment to the Plan; and
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607,844
shares of common stock issuable pursuant to the fourth and the fifth amendments to the Plan.
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Except
as otherwise set forth below, the contents of the Registration Statements on Form S-8 filed with the Securities and
Exchange Commission (the “SEC”) on May 24, 2013 (File No. 333-188839), June 5, 2016 (File No. 333-196533) and June
5, 2017 (File No. 333-218499) are incorporated herein by reference as permitted by General Instruction E of Form S-8.
POWER
OF ATTORNEY
Each
person whose signature appears below hereby appoints each of James Barry, Ph.D. and Craig Shore, severally, acting alone and without
the other, his or her true and lawful attorney-in-fact, with full power of substitution, and with the authority to execute in
the name of each such person, any and all amendments (including without limitation, post-effective amendments) to this registration
statement on Form S-8, to sign any and all additional registration statements relating to the same offering of securities as this
registration statement, including any amendment to this registration statement for the purpose of registering additional shares
in accordance with General Instruction E to Form S-8, and to file such registration statements with the Securities and Exchange
Commission, together with any exhibits thereto and other documents therewith, necessary or advisable to enable the registrant
to comply with the Securities Act of 1933, and any rules, regulations and requirements of the Securities and Exchange Commission
in respect thereof, which amendments may make such other changes in the registration statement as the aforesaid attorney-in-fact
executing the same deems appropriate
Pursuant
to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the
capacities and on the dates indicated.
Signature
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Title
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Date
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/s/
James Barry
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President,
Chief Executive Officer and Director
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June
26, 2019
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James
Barry
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(principal
executive officer)
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/s/
Craig Shore
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Chief
Financial Officer, Chief Administrative Officer Secretary and
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June
26, 2019
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Craig
Shore
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Treasurer
(principal financial and accounting officer)
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/s/
Paul Stuka
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Chairman
of the Board of Directors
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June
26, 2019
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Paul
Stuka
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/s/
Campbell Rogers
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Director
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June
26, 2019
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Campbell
Rogers, M.D.
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/s/
Michael Berman
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Director
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June
26, 2019
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Michael
Berman
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/s/
Thomas J. Kester
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Director
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June
26, 2019
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Thomas
J. Kester
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