Current Report Filing (8-k)
April 08 2019 - 4:33PM
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 8, 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 1.01
Entry into a Material Definitive Agreement.
As
previously reported, on April 4, 2019, InspireMD, Inc. (the “Company”) entered into an underwriting agreement (the
“Underwriting Agreement”) with H.C. Wainwright & Co., LLC (the “Underwriter”), relating to an underwritten
public offering (the “Offering”) of 486,957 shares of the Company’s common stock, par value $0.0001 per share
(the “Common Stock”), and pursuant to which the Company agreed to issue to the Underwriter or its designees warrants
to purchase up to 34,087 shares of Common Stock. The Company also granted the Underwriter a 30-day option to purchase up to an
additional 73,043 shares of Common Stock, and if the Underwriter exercises such option, it would be entitled to receive warrants
to purchase up to an additional 5,113 shares of Common Stock.
On
April 8, 2019, the Offering closed, and, pursuant to the Underwriting Agreement, the Company issued 486,957 shares of common stock
to the Underwriter and warrants to purchase an aggregate of 34,087 shares of Common Stock to the Underwriter’s designees
(collectively, the “Underwriter Warrants”). The Company received net proceeds from the offering, after deducting underwriting
discounts and commissions and other offering expenses payable by the Company, including a management fee, non-accountable expense
allowance and legal fees of the Underwriter, of approximately $2.0 million. The Underwriter Warrants are immediately exercisable,
subject to a 180-day lock-up pursuant to FINRA Rule 5110(g) and expire on April 4, 2024. The Underwriter Warrants have an exercise
price of $6.25 per share of Common Stock.
The
foregoing description of the Underwriter Warrants does not purport to be complete and is qualified in its entirety by reference
to the full text of the Form of Underwriter Warrant, a copy of which is attached hereto as Exhibit 10.1 and incorporated herein
by reference.
Item
3.02 Unregistered Sales of Equity Securities.
The
information regarding the issuance of the Underwriter Warrants and the shares of Common Stock deliverable upon exercise thereof
(collectively, the “Underwriter Securities”) set forth in Item 1.01 of this Current Report on Form 8-K is incorporated
by reference into this Item 3.02. The Underwriter Securities have been or will be issued in reliance upon the exemption from the
registration requirements in Section 4(a)(2) of the Securities Act of 1933, as amended.
Item 8.01
Other Events.
Pursuant
to the full ratchet anti-dilution adjustment provisions in the respective certificate of designation for the Company’s Series
B Convertible Preferred Stock and Series C Convertible Preferred Stock, the conversion price of the outstanding shares of the
Series B Convertible Preferred Stock and the Series C Convertible Preferred Stock was reduced to $5.00 per share, effective as
of the date of the Underwriting Agreement.
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:
April 8, 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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