Current Report Filing (8-k)
April 14 2021 - 4:17PM
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): April 14, 2021
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 jurisdiction
of
incorporation)
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(Commission
File
Number)
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(IRS
Employer
Identification
No.)
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4
Menorat Hamaor St.
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: (888) 776-6804
(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:
[ ]
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Written
communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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[ ]
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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[ ]
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Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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[ ]
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Pre-commencement
communications pursuant to Rule 13e-4 (c) under the Exchange Act (17 CFR 240.13e-4(c))
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Securities registered pursuant to Section 12(b) of the Act:
Title
of each class
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Trading
Symbol(s)
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Name
of exchange on which registered
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Common
Stock, par value $0.0001 per share
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NSPR
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NYSE
American
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Warrants,
exercisable for one share of Common Stock
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NSPR.WS
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NYSE
American
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Series
B Warrants, exercisable for one share of Common Stock
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NSPR.WSB
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NYSE
American
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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
5.07
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Submission
of Matters to a Vote of Security Holders.
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On
April 14, 2021, InspireMD, Inc. (the “Company”) held a special meeting of the stockholders (the “Special Meeting”).
At the Special Meeting, the following two proposals were submitted to a vote of the Company’s stockholders:
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(1)
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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”).
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(2)
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Approval
of an adjournment of the Special Meeting, if necessary, to solicit additional proxies if there are not sufficient votes in
favor of the foregoing proposal (the “Adjournment Proposal”).
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For
more information about the foregoing proposals, see the Company’s Definitive Proxy Statement filed with the Securities and
Exchange Commission on February 11, 2021. 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 with respect to each matter voted upon are set forth below:
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(1)
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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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56,401,439
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8,114,228
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400,361
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Since
the Reverse Stock Split Proposal was approved, the number of votes cast with respect to the proposal to approve an adjournment
of the Special Meeting was not tabulated.
The
results reported above are final voting results. No other matters were considered or voted upon at the meeting.
On
April 14, 2021, following the approval of the Reverse Stock Split Proposal by the stockholders of the Company, as set forth in
Item 5.07, the Board of Directors of the Company resolved to set a ratio of 1-for-15 for the reverse stock split of the Company’s
common stock and to set an effective date of April 26, 2021 for the reverse stock split. The Company’s common stock is expected
to begin trading on a post-reverse stock split basis on the NYSE American exchange on April 27, 2021, with a new CUSIP of 45779A
846.
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:
April 14, 2021
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By:
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/s/
Craig Shore
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Name:
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Craig
Shore
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Title:
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Chief
Financial Officer
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