NSPR InspireMD Inc New

EXPLANATORY NOTE

At the time the 2013 Long-Term Incentive Plan (the “Plan”) was adopted, we reserved a total of 5,000,000 shares of our common stock for issuance pursuant to awards granted under the Plan. Our board of directors amended the Plan on July 16, 2015, which amendment was approved by our stockholders on September 9, 2015, to increase the number of shares of common stock available for issuance pursuant to awards under the Plan by 4,700,000 shares, to a total of 9,700,000 shares of our common stock. On October 1, 2015, we effected a 1-for-10 reverse stock split of our common stock such that, after giving effect to the 1-for-10 reverse stock split, there were a total of 970,000 shares of our common stock reserved for issuance pursuant to awards under the Plan. On May 24, 2016, our stockholders approved the second amendment to the Plan to increase the number of shares of common stock available for issuance pursuant to awards under the Plan by 10,000,000 shares of common stock, to a total of 10,970,000 shares of common stock. On September 28, 2016, our stockholders approved the third amendment to the Plan to further increase the number of shares of common stock available for issuance pursuant to awards under the Plan by additional 6,300,000 shares of common stock, to a total of 17,270,000 shares of common stock. On October 7, 2016, we effected a 1-for-25 reverse stock split of our common stock such that, after giving effect to the reverse stock split, there were 690,800 shares of our common stock reserved for issuance pursuant to awards under the Plan. On February 7, 2018, we effected a 1-for-35 reverse stock split of our common stock such that, after giving effect to the reverse stock split, there were 19,737 shares of our common stock reserved for issuance pursuant to awards under the Plan. On October 24, 2018, our stockholders approved the fourth amendment to the Plan to further increase the number of shares of common stock available for issuance pursuant to awards under the Plan by an additional 8,900,000 shares of common stock, to a total of 8,919,737 shares of common stock. On March 21, 2019, our stockholders approved the fifth amendment to the Plan to (i) increase the number of shares of common stock available for issuance pursuant to awards under such Plan by 25,000,000 shares, to a total of 33,919,737 shares of common stock, and (ii) reflect certain changes to the U.S. Internal Revenue Code upon the enactment of the Tax Cuts and Jobs Act of 2017. On March 29, 2019, we effected a 1-for-50 reverse stock split of our common stock such that, after giving effect to the reverse stock split, a total of 678,395 shares of our common stock are reserved for issuance pursuant to awards under the Plan. When adjusted to give effect to the 1-for-10 reverse stock split, the 1-for-25 reverse stock split, the 1-for-35 reverse stock split and the 1-for-50 reverse stock split, as applicable, the first, second, third, fourth and fifth amendments to the Plan increased the number of shares of common stock available for issuance pursuant to awards under the Plan by 11 shares, 229 shares, 144 shares, 178,000 shares and 500,000 shares of our common stock, respectively.

This Registration Statement on Form S-8 of InspireMD, Inc. has been prepared in accordance with the requirements of Form S-8 under the Securities Act of 1933, as amended, to register:

Except as otherwise set forth below, the contents of the Registration Statements on Form S-8 filed with the Securities and Exchange Commission (the “SEC”) on May 24, 2013 (File No. 333-188839), June 5, 2016 (File No. 333-196533) and June 5, 2017 (File No. 333-218499) are incorporated herein by reference as permitted by General Instruction E of Form S-8.