Check the appropriate box to designate
the rule pursuant to which this Schedule is filed:
* The remainder of this cover page shall
be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for
any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.
The information required in the remainder
of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act
of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other
provisions of the Act (however, see the Notes).
1.
|
Names
of Reporting Persons.
Mitchell P. Kopin
|
2.
|
Check
the Appropriate Box if a Member of a Group (See Instructions)
(a) ☐
(b) ☐
|
3.
|
SEC
Use Only
|
4.
|
Citizenship
or Place of Organization
United States of America
|
Number
of
Shares Beneficially
Owned by Each
Reporting
Person With:
|
5.
|
Sole
Voting Power
0
|
6.
|
Shared
Voting Power
235,889
|
7.
|
Sole
Dispositive Power
0
|
8.
|
Shared
Dispositive Power
233,189
|
9.
|
Aggregate Amount Beneficially Owned by Each Reporting
Person
235,889 (see Item 4)
|
10.
|
Check if the Aggregate Amount in Row (9) Excludes
Certain Shares (See Instructions) ☐
|
11.
|
Percent of Class Represented by Amount in Row
(9)
9.99% (see Item 4)
|
12.
|
Type of Reporting Person (See Instructions)
IN; HC
|
Page 2 of 9
1.
|
Names of Reporting Persons.
Daniel B. Asher
|
2.
|
Check the Appropriate Box if a Member of a Group
(See Instructions)
(a) ☐
(b) ☐
|
3.
|
SEC Use Only
|
4.
|
Citizenship or Place of Organization
United States of America
|
Number of
Shares Beneficially
Owned by Each
Reporting
Person With:
|
5.
|
Sole Voting Power
0
|
6.
|
Shared Voting Power
235,889
|
7.
|
Sole Dispositive Power
0
|
8.
|
Shared Dispositive Power
233,189
|
9.
|
Aggregate Amount Beneficially Owned by Each Reporting
Person
235,889 (see Item 4)
|
10.
|
Check if the Aggregate Amount in Row (9) Excludes
Certain Shares (See Instructions) ☐
|
11.
|
Percent of Class Represented by Amount in Row
(9)
9.99% (see Item 4)
|
12.
|
Type of Reporting Person (See Instructions)
IN; HC
|
Page 3 of 9
1.
|
Names of Reporting Persons.
Intracoastal Capital LLC
|
2.
|
Check the Appropriate Box if a Member of a Group
(See Instructions)
(a) ☐
(b) ☐
|
3.
|
SEC Use Only
|
4.
|
Citizenship or Place of Organization
Delaware
|
Number of
Shares Beneficially
Owned by Each
Reporting
Person With:
|
5.
|
Sole Voting Power
0
|
6.
|
Shared Voting Power
235,889
|
7.
|
Sole Dispositive Power
0
|
8.
|
Shared Dispositive Power
233,189
|
9.
|
Aggregate Amount Beneficially Owned by Each Reporting
Person
235,889 (see Item 4)
|
10.
|
Check if the Aggregate Amount in Row (9) Excludes
Certain Shares (See Instructions) ☐
|
11.
|
Percent of Class Represented by Amount in Row
(9)
9.99% (see Item 4)
|
12.
|
Type of Reporting Person (See Instructions)
OO
|
Page 4 of 9
Item
1.
(a)
Name of Issuer
InspireMD,
Inc. (the “Issuer”)
(b)
Address of Issuer’s Principal Executive Offices
4
Menorat Hamaor St.
Tel
Aviv, Israel 6744832
Item
2.
(a)
Name of Person Filing
(b)
Address of Principal Business Office or, if none, Residence
(c)
Citizenship
This
Schedule 13G is being filed on behalf of (i) Mitchell P. Kopin, an individual who is a citizen of the United States of America
(“Mr. Kopin”), (ii) Daniel B. Asher, an individual who is a citizen of the United States of America (“Mr.
Asher”) and (iii) Intracoastal Capital LLC, a Delaware limited liability company (“Intracoastal”
and together with Mr. Kopin and Mr. Asher, collectively the “Reporting Persons”).
The
Reporting Persons have entered into a Joint Filing Agreement, a copy of which is filed with this Schedule 13G as Exhibit
1, pursuant to which the Reporting Persons have agreed to file this Schedule 13G jointly in accordance with the provisions
of Rule 13d-1(k) of the Securities Exchange Act of 1934, as amended.
The
principal business office of Mr. Kopin and Intracoastal is 245 Palm Trail, Delray Beach, Florida 33483.
The
principal business office of Mr. Asher is 111 W. Jackson Boulevard, Suite 2000, Chicago, Illinois 60604.
(d)
Title of Class of Securities
Common
stock, $0.0001 par value per share, of the Issuer (the “Common Stock”).
(e)
CUSIP Number
45779A853
Item
3. If this statement is filed pursuant to §§240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is
a:
Not
applicable.
Page 5 of 9
Item
4. Ownership.
(a)
and (b):
(i)
Immediately following the consummation of the underwritten public offering by the Issuer on September 24, 2019 (the
“Offering”) (as disclosed in the Form 8-K filed by the Issuer with the Securities and Exchange Commission
on September 24, 2019), each of the Reporting Persons may have been deemed to have beneficial ownership of 193,703 shares of
Common Stock, which consisted of (i) 193,000 shares of Common Stock held by Intracoastal and (ii) 703 shares of Common Stock
issuable upon an exercise of a warrant held by Intracoastal (“Intracoastal Warrant 1”), and all such
shares of Common Stock in the aggregate represent beneficial ownership of approximately 9.99% of the Common Stock, based on
(1) 1,399,271 shares of Common Stock outstanding as of September 19, 2019 as reported by the Issuer, plus (2) 539,000 shares
of Common Stock that were issued at the closing of the Offering and (3) 703 shares of Common Stock issuable upon an exercise
of Intracoastal Warrant 1. The foregoing excludes (I) 832,630 shares of Common Stock issuable upon exercise of Intracoastal
Warrant 1 because Intracoastal Warrant 1 contains a blocker provision under which the holder thereof does not have the right
to exercise Intracoastal Warrant 1 to the extent (but only to the extent) that such exercise would result in beneficial
ownership by the holder thereof, together with the holder’s affiliates, and any other persons acting as a group
together with the holder or any of the holder’s affiliates, of more than 9.99% of the Common Stock, (II) 640,333 shares
of Common Stock issuable upon exercise of a second warrant held by Intracoastal (“Intracoastal Warrant 2”)
because Intracoastal Warrant 2 contains a blocker provision under which the holder thereof does not have the right to
exercise Intracoastal Warrant 2 to the extent (but only to the extent) that such exercise would result in
beneficial ownership by the holder thereof, together with the holder’s affiliates, and any other persons acting as a
group together with the holder or any of the holder’s affiliates, of more than 9.99% of the Common Stock, and (III)
174,333 shares of Common Stock issuable upon exercise of a third warrant held by Intracoastal (“Intracoastal Warrant
3”) because Intracoastal Warrant 3 contains a blocker provision under which the holder thereof does not have the
right to exercise Intracoastal Warrant 3 to the extent (but only to the extent) that such exercise would result in beneficial
ownership by the holder thereof, together with the holder’s affiliates, and any other persons acting as a group
together with the holder or any of the holder’s affiliates, of more than 4.99% of the Common Stock. Without such
blocker provisions, each of the Reporting Persons may have been deemed to have beneficial ownership of 1,840,999 shares of
Common Stock.
(ii)
As of the close of business on October 3, 2019, each of the Reporting Persons may have been deemed to have beneficial
ownership of 235,889 shares of Common Stock, which consisted of (i) 176,908
shares of Common Stock held by Intracoastal, and (ii) 58,981 shares of Common Stock issuable upon exercise of Intracoastal
Warrant 1, and all such shares of Common Stock represented beneficial ownership
of approximately 9.99% of the Common Stock, based on (1) 1,399,271 shares of Common Stock outstanding as of September 19,
2019 as reported by the Issuer, plus (2) 539,000 shares of Common Stock that were issued at the closing of the Offering, (3)
58,981 shares of Common Stock issuable upon exercise of Intracoastal Warrant 1, and (4) 364,000 shares of Common Stock issued
upon the partial exercise of Intracoastal Warrant 2 by Intracoastal. The foregoing excludes (I) 774,352 shares of Common
Stock issuable upon exercise of Intracoastal Warrant 1 because Intracoastal Warrant 1 contains a blocker provision under
which the holder thereof does not have the right to exercise Intracoastal Warrant 1 to the extent (but only to the extent)
that such exercise would result in beneficial ownership by the holder thereof, together with the holder’s affiliates,
and any other persons acting as a group together with the holder or any of the holder’s affiliates, of more than 9.99%
of the Common Stock, (II) 276,333 shares of Common Stock issuable upon exercise of Intracoastal Warrant 2 because
Intracoastal Warrant 2 contains a blocker provision under which the holder thereof does not have the right to exercise
Intracoastal Warrant 2 to the extent (but only to the extent) that such exercise would result in beneficial ownership by the
holder thereof, together with the holder’s affiliates, and any other persons acting as a group together with the holder
or any of the holder’s affiliates, of more than 9.99% of the Common Stock, and (III) 174,333 shares of Common
Stock issuable upon exercise of Intracoastal Warrant 3 because Intracoastal Warrant 3 contains a blocker provision under
which the holder thereof does not have the right to exercise Intracoastal Warrant 3 to the extent (but only to the extent)
that such exercise would result in beneficial ownership by the holder thereof, together with the holder’s affiliates,
and any other persons acting as a group together with the holder or any of the holder’s affiliates, of more than 4.99%
of the Common Stock. Without such blocker provisions, each of the Reporting Persons may have been deemed to have beneficial
ownership of 1,460,907 shares of Common Stock.
(c)
Number of shares as to which each Reporting Person has:
(i)
Sole power to vote or to direct the vote: 0 .
(ii)
Shared power to vote or to direct the vote: 235,889 .
(iii)
Sole power to dispose or to direct the disposition of 0 .
(iv)
Shared power to dispose or to direct the disposition of 233,189 .
Page 6 of 9
|
Item
5.
|
Ownership
of Five Percent or Less of a Class
|
Not
applicable.
|
Item
6.
|
Ownership
of More than Five Percent on Behalf of Another Person.
|
Not
applicable.
|
Item
7.
|
Identification
and Classification of the Subsidiary Which Acquired the Security Being Reported on By
the Parent Holding Company
|
Not
applicable.
|
Item
8.
|
Identification
and Classification of Members of the Group
|
Not
applicable.
|
Item
9.
|
Notice
of Dissolution of Group
|
Not
applicable.
Item
10. Certification
By
signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are
not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were
not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than
activities solely in connection with a nomination under §240.14a-11.
Page 7 of 9
SIGNATURE
After
reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true,
complete and correct.
Date: October 3, 2019
|
/s/ Mitchell P. Kopin
|
|
Mitchell P. Kopin
|
|
|
|
/s/ Daniel B. Asher
|
|
Daniel B. Asher
|
|
|
|
Intracoastal Capital LLC
|
|
|
|
By:
|
/s/ Mitchell P. Kopin
|
|
|
Mitchell P. Kopin, Manager
|
Page 8 of 9
Exhibit
1
JOINT
FILING AGREEMENT
The
undersigned acknowledge and agree that the foregoing statement on Schedule 13G is filed on behalf of each of the undersigned
and that all subsequent amendments to this statement on Schedule 13G may be filed on behalf of each of the undersigned without
the necessity of filing additional joint filing agreements. The undersigned acknowledge that each shall be responsible for the
timely filing of such amendments, and for the completeness and accuracy of the information concerning him or it contained herein
and therein, but shall not be responsible for the completeness and accuracy of the information concerning the others, except to
the extent that he or it knows or has reason to believe that such information is inaccurate.
Date: October 3, 2019
|
/s/ Mitchell P. Kopin
|
|
Mitchell P. Kopin
|
|
|
|
/s/ Daniel B. Asher
|
|
Daniel B. Asher
|
|
|
|
Intracoastal Capital LLC
|
|
|
|
By:
|
/s/ Mitchell P. Kopin
|
|
|
Mitchell P. Kopin, Manager
|
Page 9 of 9