Current Report Filing (8-k)
January 11 2019 - 4:51PM
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): January 7, 2019
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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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
3.01 Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing or Notice of Delisting.
On
January 7, 2019, InspireMD, Inc. (the “Company”) received notification (the “Deficiency Letter”) from
the NYSE American LLC (“NYSE American”) that the Company is not in compliance with certain NYSE American continued
listing standards (the “Listing Standards”). This was in addition to the Company’s prior disclosed non-compliance
with Sections 1003(a)(ii)-(iii) of the NYSE American Company Guide.
The
Deficiency Letter states that the Company’s shares of common stock have been selling for a low price per share for a substantial
period of time. Pursuant to Section 1003(f)(v) of the NYSE American Company Guide, the NYSE American staff determined that the
Company’s continued listing is predicated on it effecting a share consolidation or otherwise demonstrating sustained price
improvement within a reasonable period of time, which the NYSE American staff determined to be until July 7, 2019. The Company
intends to regain compliance with the Listing Standards by undertaking a measure or measures that are for the best interests of
the Company and its stockholders.
The
Company’s common stock will continue to be listed on the NYSE American while it attempts to regain compliance with the Listing
Standards, subject to the Company’s compliance with other continued listing requirements, as described in prior filings.
The Deficiency Letter does not affect the Company’s business operations or its Securities and Exchange Commission reporting
requirements.
Item
8.01 Other Events.
On
January 11, 2019, the Company issued a press release disclosing receipt of the Deficiency Letter from the NYSE American. A copy
of the press release is attached as Exhibit 99.1 to this Current Report on Form 8-K and is hereby incorporated by reference herein.
Item
9.01 Financial Statements and Exhibits.
(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:
January 11, 2019
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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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