Additional Proxy Soliciting Materials (definitive) (defa14a)
March 09 2021 - 2:30PM
Edgar (US Regulatory)
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
SCHEDULE
14A
Proxy
Statement Pursuant to Section 14(a) of
the
Securities Exchange Act of 1934
Filed
by the Registrant [X]
Filed
by a Party other than the Registrant [ ]
Check
the appropriate box:
[ ]
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Preliminary
Proxy Statement
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[ ]
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Confidential,
for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
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[ ]
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Definitive
Proxy Statement
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[X]
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Definitive
Additional Materials
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[ ]
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Soliciting
Material Pursuant to §240.14a-12
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INSPIREMD,
INC.
(Name
of Registrant as Specified In Its Charter)
(Name
of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment
of Filing Fee (Check the appropriate box):
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[X]
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No
fee required.
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[ ]
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Fee
computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.
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(1)
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Title
of each class of securities to which transaction applies:
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(2)
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Aggregate
number of securities to which transaction applies:
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(3)
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Per
unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which
the filing fee is calculated and state how it was determined):
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(4)
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Proposed
maximum aggregate value of transaction:
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(5)
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Total
fee paid:
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[ ]
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Fee
paid previously with preliminary materials.
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[ ]
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Check
box if any part of the fee is offset as provided by Exchange Act Rule 0-11 and identify the filing for which the offsetting
fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date
of its filing.
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(1)
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Amount
Previously Paid:
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(2)
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Form,
Schedule or Registration Statement No.:
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(3)
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Filing
Party:
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(4)
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Date
Filed:
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InspireMD,
Inc.
4
Menorat Hamaor St.
Tel
Aviv, Israel 6744832
Telephone:
(888) 776-6804
We
Are Contacting You as a Reminder of a Critical Stockholder Vote. InspireMD Inc. Urges Stockholders to Vote FOR Reverse Stock Split
Proposal
VOTE
NOW BY CALLING KINGSDALE ADVISORS AT 1-866-581-1479.or collect at 1-416-867-2272 AND ONE OF OUR AGENTS WOULD BE HAPPY TO TAKE
YOUR VOTE OVER THE PHONE.
Dear
InspireMD Inc. (NSPR) Holdings Stockholder:
You
should have already received proxy material related to InspireMD Inc.’s special stockholder meeting on March 17, 2021.
AMONG
THE PROPOSALS STOCKHOLDERS ARE BEING ASKED TO VOTE ON IS PROPOSAL #1 AUTHORIZATION OF THE BOARD OF DIRECTORS, IN ITS DISCRETION
BUT PRIOR TO THE ANNUAL MEETING OF OUR STOCKHOLDERS IN 2021, TO AMEND THE AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF
THE COMPANY TO EFFECT A REVERSE STOCK SPLIT OF THE COMPANY’S COMMON STOCK AT A RATIO IN THE RANGE OF 1-FOR-5 TO 1-FOR-20,
SUCH RATIO TO BE DETERMINED BY THE BOARD OF DIRECTORS (THE “REVERSE STOCK SPLIT PROPOSAL”).
As
stated in InspireMD Inc.’s proxy statement:
Our
board of directors is recommending the Reverse Stock Split for several important reasons. Firstly, the proposed Reverse Stock
Split is needed in order to allow the Company to pursue listing our shares of common stock on The Nasdaq Capital Market. We believe
that an uplisting of our common stock to The Nasdaq Capital Market will make our common stock more attractive to a broader range
of investors than its current listing on the NYSE American. We believe that the Reverse Stock Split is our best option to meet
one of the sets of criteria to obtain an initial listing on The Nasdaq Capital Market. The Nasdaq Capital Market requires, among
other criteria, an initial bid price of least $4.00 per share or a closing price of at least $3.00 per share (or, if certain other
conditions are met, which may not apply to us, a closing price of at least $2.00 per share), depending on the other quantitative
listing standards that are met in connection with the initial listing. Following initial listing, The Nasdaq Capital Market requires
that a listed company maintain a bid price of at least $1.00 per share. On March 8, 2021, the last reported sale price of our
common stock on the NYSE American was $0.79 per share. A decrease in the number of outstanding shares of our common stock resulting
from the Reverse Stock Split should, absent other factors, increase the per share market price of our common stock, although we
cannot provide any assurance that our minimum bid price would remain over the minimum bid price requirement of The Nasdaq Capital
Market following the Reverse Stock Split.
Lastly,
we believe that the Reverse Stock Split could enhance the appeal of our common stock to the financial community, including institutional
investors, and the general investing public. We believe that a number of institutional investors and investment funds are reluctant
to invest in lower-priced securities and that brokerage firms may be reluctant to recommend lower-priced stock to their clients,
which may be due in part to a perception that lower-priced securities are less promising as investments, are less liquid in the
event that an investor wishes to sell its shares, or are less likely to be followed by institutional securities research firms
and therefore to have less third-party analysis of the company available to investors. In addition, certain institutional investors
or investment funds may be prohibited from buying stocks whose price is below a certain threshold. We believe that the reduction
in the number of issued and outstanding shares of the common stock caused by the Reverse Stock Split, together with the anticipated
increased stock price immediately following and resulting from the Reverse Stock Split, may encourage interest and trading in
our common stock and thus possibly promote greater liquidity for our stockholders, thereby resulting in a broader market for our
common stock than that which currently exists. Finally, we believe that the intended increase in our stock price could decrease
price volatility, as currently small changes in the price of our common stock result in relatively large percentage changes in
the stock price.
For
additional information on this and all proposals please refer to the company’s proxy statement at
the
following link:
https://www.sec.gov/Archives/edgar/data/1433607/000149315221003331/formdef14a.htm
The
Board recommends all stockholders to vote in favor of this very important proposal.
If
you have any questions or need assistance voting, please contact Kingsdale Advisors:
Toll
free at 1-866-581-1479.
Collect
at 1-416-867-2272
Email
at contactus@kingsdaleadvisors.com
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