InspireMD Files 8-K: Material Agreement and Other Events

TL;DR

InspireMD signed a big deal, filed financials. Details TBD.

AI Summary

InspireMD, Inc. announced on May 31, 2024, that it entered into a Material Definitive Agreement. The company also reported on other events and filed financial statements and exhibits as part of this 8-K filing. Specific details of the agreement and financial information were not provided in the initial filing summary.

Why It Matters

This filing indicates a significant new agreement for InspireMD, Inc., which could impact its business operations and financial future. Investors will be looking for details on the nature and implications of this material definitive agreement.

Risk Assessment

Risk Level: medium — The filing indicates a material definitive agreement, which often carries significant implications and potential risks that are not yet fully disclosed.

Key Players & Entities

• InspireMD, Inc. (company) — Registrant
• May 31, 2024 (date) — Date of earliest event reported
• Delaware (jurisdiction) — State of incorporation
• 001-35731 (identifier) — Commission File Number
• 26-2123838 (identifier) — IRS Employer Identification No.
• 4 Menorat Hamaor St. Tel Aviv, Israel (address) — Principal executive offices
• (888) 776-6804 (phone_number) — Registrant's telephone number

FAQ

Key Financial Figures

• $0.0001 — ch registered Common Stock, par value $0.0001 per share NSPR The Nasdaq Capital M
• $17,000,000 — ), the Company may offer and sell up to $17,000,000 of Shares. Any Shares to be offered a
• $8,313,000 — spect to the issuance and sale of up to $8,313,000 of Shares, from time to time in an "at

Filing Documents

• form8-k.htm (8-K) — 47KB
• ex5-1.htm (EX-5.1) — 14KB
• ex10-1.htm (EX-10.1) — 231KB
• ex5-1_001.jpg (GRAPHIC) — 3KB
• 0001493152-24-022222.txt ( ) — 525KB
• nspr-20240531.xsd (EX-101.SCH) — 3KB
• nspr-20240531_lab.xml (EX-101.LAB) — 33KB
• nspr-20240531_pre.xml (EX-101.PRE) — 22KB
• form8-k_htm.xml (XML) — 3KB

01

Item 1.01 Entry into a Material Definitive Agreement. On May 31, 2024, InspireMD, Inc. (the "Company") entered into an Equity Distribution Agreement (the "Distribution Agreement") with Piper Sandler & Co., as sales agent ("Piper Sandler"), pursuant to which the Company may offer and sell (the "Offering"), from time to time, at its option, through or to Piper Sandler shares of the Company's common stock, $0.0001 par value per share (the "Shares"). Pursuant to the prospectus supplement relating to the Offering, dated as of May 31, 2024 (the "Prospectus Supplement"), the Company may offer and sell up to $17,000,000 of Shares. Any Shares to be offered and sold under the Distribution Agreement will be issued and sold pursuant to the Company's Registration Statement on Form S-3 (File No. 333-265409), filed with the Securities and Exchange Commission (the "SEC") on June 3, 2022, and declared effective by the SEC on June 14, 2022, and the related prospectus contained therein (the "Registration Statement"), as supplemented by the Prospectus Supplement, by any method permitted by law deemed to be an "at the market offering" as defined in Rule 415(a)(4) promulgated under the Securities Act of 1933, as amended, and, subject to the terms of any placement notice under the Distribution Agreement, Piper Sandler may also sell Shares in negotiated transactions at market prices prevailing at the time of sale or at prices related to such prevailing market prices and/or any other method permitted by law, subject to the prior written consent of the Company. and sales practices and applicable state and federal laws, rules and regulations and the rules of The Nasdaq Capital Market to sell the Shares from time to time, based upon the Company's instructions (including any price, time or size limits or other customary parameters or conditions

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Item 8.01 Other Events. As previously disclosed, on June 3, 2022, the Company entered into a Sales Agreement (the "AGP Sales Agreement") with A.G.P./Alliance Global Partners, as sales agent ("A.G.P."), with respect to the issuance and sale of up to $8,313,000 of Shares, from time to time in an "at the market offering" registered pursuant the Company's Registration Effective as of May 31, 2024, the Company terminated (i) the AGP Sales Agreement and (ii) the Prior ATM Offering. The Company is not subject to any termination penalties related to the termination of the AGP Sales Agreement. The Company did not sell any shares of common stock pursuant to the AGP Sales Agreement. As a result of the termination of the AGP Sales Agreement, the Company will not offer or sell any shares under the Prior ATM Offering. A copy of the AGP Sales Agreement was filed as Exhibit 1.2 to the Registration Statement. The description of the AGP Sales Agreement contained in this Current Report on Form 8-K does not purport to be complete and is qualified in its entirety by reference to the copy of the AGP Sales Agreement filed as Exhibit 1.2 to the Registration Statement.

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Item 9.01 Financial (d) Exhibits Exhibit Number Description 10.1 Equity Distribution Agreement by and between InspireMD, Inc. and Piper Sandler & Co., dated May 31, 2024. 5.1 Opinion of Greenberg Traurig, LLP 23.1 Consent of Greenberg Traurig, LLP (included in Exhibit 5.1 hereto) 104 Cover Page Interactive Data File (embedded within the Inline XBRL document).

SIGNATURES

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. InspireMD, Inc. Date: May 31, 2024 By: /s/ Craig Shore Name: Craig Shore Title: Chief Financial Officer

View Full Filing

View this 8-K filing on SEC EDGAR