Common Stock, par value $0.0001 per share
- Symbol
- NSPR
- Exchange
- NASDAQ
- Classification
- COMMON
- Status
- Current
Current Report · Items 1.01, 3.02, 7.01, 9.01 · 8-K
InspireMD, Inc
NSPRNASDAQEQUITYCurrent
Entry into a Material Definitive Agreement · Unregistered Sales of Equity Securities · Regulation FD Disclosure
Item 1.01 Entry into a Material Definitive Agreement. On September 21, 2026, InspireMD, Inc. (the “Company”) entered into amendments (the “Warrant Amendments”) with certain of the holders of the Company’s existing warrants to purchase common stock, par value $0.0001 per share (the “Common Stock”), consisting of (i) Series J warrants to purchase up to 9,543,952 shares of Common Stock (the “Series J…
Company context
InspireMD seeks to utilize its proprietary MicroNet ™ mesh technology to make its products the industry standard for carotid stenting by providing outstanding acute results and durable, stroke-free long-term outcomes. InspireMD’s common stock is quoted on Nasdaq under the ticker symbol NSPR. We routinely post information that may be important to investors on the Company’s website. For more information, please visit www.inspiremd.com.
Current securities
Registered securities in this filing
InspireMD, Inc. · 8-K · Filed 2026-09-21
Disclosure sections
Item 1.01Item 1.01 - Entry into Material Agreement
Item
1.01 Entry into a Material Definitive Agreement.
On
September 21, 2026, InspireMD, Inc. (the “Company”) entered into amendments (the “Warrant Amendments”)
with certain of the holders of the Company’s existing warrants to purchase common stock, par value $0.0001 per share (the “Common
Stock”), consisting of (i) Series J warrants to purchase up to 9,543,952 shares of Common Stock (the “Series J Warrants”)
and (ii) Series K warrants to purchase up to 9,543,947 shares of Common Stock (the “Series K Warrants” and, collectively
with the Series J Warrants, the “Existing Warrants”). Certain holders of the Existing Warrants that entered into Warrant
Amendments are also members of the Company’s board of directors.
Pursuant
to the Warrant Amendments, the Company agreed to amend the Series J Warrants with respect to 50% of the shares underlying such amending
holders’ Series J Warrants and all of the shares underlying such amending holders’ Series K Warrants to modify (i) the exercise
price to $0.7674 (less $0.0001 for holders of Existing Warrants that elect to receive pre-funded warrants upon the exercise of such Existing
Warrants) and (ii) the termination date to 5:00 p.m. Eastern time on the earlier of (a) May 15, 2028 and (b) 20 trading days following
the Company’s announcement of receipt of FDA approval for the CGuard Prime 80 cm. The exercise price and termination date with
respect to the other 50% of the shares underlying such amending holders’ Series J Warrants remained unchanged.
All
other terms and conditions of the Existing Warrants remain unchanged and in full force and effect. All terms and conditions of the Series
J Warrants and Series K Warrants held by existing holders that elected not to enter into the Warrant Amendments remain unchanged and
in full force and effect.
This
Current Report on Form 8-K shall not constitute an offer to sell or the solicitation to buy nor shall there be any sale of the shares
or warrants in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification
under the securities laws of any such state or jurisdiction.
The
foregoing descriptions of the Warrant Amendments are not complete, and are qualified in their entireties by reference to the full text
of such documents, copies of which are filed as exhibits to this Current Report on Form 8-K and are incorporated by reference herein.
Item 3.02Item 3.02 - Unregistered Sales of Equity
Item
3.02 Unregistered Sales of Equity Securities.
The
information under Item 1.01 of this Current Report on Form 8-K regarding the unregistered securities described herein is incorporated
herein by reference.
Item 7.01Item 7.01 - Regulation FD Disclosure
Item
7.01 Regulation FD Disclosure.
On
September 21, 2026, the Company also issued a press release announcing entry into the Warrant Amendments. A copy of this press release
is attached hereto as Exhibit 99.1.
In
accordance with General Instruction B.2 of Form 8-K, the information in this Current Report on Form 8-K that is furnished pursuant to
this Item 7.01, including Exhibit 99.1, shall not be deemed to be “filed” for the purposes of Section 18 of the Securities
Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, and shall
not be incorporated by reference into any registration statement or other document filed under the Securities Act of 1933, as amended,
or the Exchange Act, except as shall be expressly set forth by specific reference in such filing.
Warning
Concerning Forward Looking Statements
This
Current Report on Form 8-K contains statements which constitute forward looking statements within the meaning of the Private Securities
Litigation Reform Act of 1995 and other securities laws. These forward-looking statements are based upon the Company’s present
intent, beliefs or expectations, but forward-looking statements are not guaranteed to occur and may not occur for various reasons, including
some reasons which are beyond the Company’s control. For this reason, among others, you should not place undue reliance upon the
Company’s forward-looking statements. Except as required by law, the Company undertakes no obligation to revise or update any forward-looking
statements in order to reflect any event or circumstance that may arise after the date of this Current Report.
Filed exhibits (3)
Exhibit 4.1 SERIES J COMMON STOCK PURCHASE WARRANT AMENDMENT INSPIREMD, INC. THIS SERIES J COMMON STOCK PURCHASE WARRANT AMENDMENT (this “ Amendment ”) is entered into as of September 21, 2026, by and between InspireMD, Inc., a Delaware corporation (the “ Company ”), and the holder identified on the signature page hereto (the “ Holder ”). Capitalized terms used and not otherwise defined herein shall have the meanings set forth in the Original Warrant (as defined below). WHEREAS, the Holder is the holder of the Series J Common Stock Purchase Warrant, issued May 15, 2023, to purchase up to a number of shares of the Company’s common stock, par value $0.0001 per share (the “ Common Stock ”) as set forth on the signature page hereto (such warrant, the “ Original Warrant ”); WHEREAS, pursuant to Section 5(l) of the Original Warrant, the Original Warrant may be modified or amended or the provisions thereof waived with the written consent of the Company and the Holder; and WHEREAS, the Company and the Holder desire to amend the Original Warrant to modify the exercise price and termination date with respect to a number of Warrant Shares set forth on the signature page hereto (the “ Am…
Open exhibit ↗Exhibit 4.2 Series K Common Stock Purchase Warrant AMENDMENT INSPIREMD, INC. THIS SERIES K COMMON STOCK PURCHASE WARRANT AMENDMENT (this “ Amendment ”) is entered into as of September 21, 2026, by and between InspireMD, Inc., a Delaware corporation (the “ Company ”), and the holder identified on the signature page hereto (the “ Holder ”). Capitalized terms used and not otherwise defined herein shall have the meanings set forth in the Original Warrant (as defined below). WHEREAS, the Holder is the holder of the Series K Common Stock Purchase Warrant, issued May 15, 2023, to purchase up to a number of shares of the Company’s common stock, par value $0.0001 per share (the “ Common Stock ”) as set forth on the signature page hereto (such warrant, the “ Original Warrant ”); WHEREAS, pursuant to Section 5(l) of the Original Warrant, the Original Warrant may be modified or amended or the provisions thereof waived with the written consent of the Company and the Holder; and WHEREAS, the Company and the Holder desire to amend the Original Warrant to modify the exercise price and termination date as set forth in this Amendment (as so amended, the “ Amended Warrant ”). NOW, THEREFORE, i…
Open exhibit ↗Exhibit 99.1 InspireMD Announces Amendments to Certain Series J and Series K Warrants, Providing Potential Gross Proceeds of Up to $11 Million - Amendments align trigger event of existing warrants with anticipated FDA approval of CGuard Prime 80 cm, which the Company continues to anticipate in Q4 2026 - - The amended warrants, if exercised in full, together with existing cash balances, expected to provide additional resources to fund launch of CGuard Prime 80 cm following FDA approval - - No additional warrants issued in connection with the amendments - Miami, FL - September 21, 2026 - InspireMD, Inc. (Nasdaq: NSPR) (“InspireMD” or the “Company”), developer of the CGuard® Prime carotid stent system for the prevention of stroke, today announced that it has entered into amendments with certain of the existing holders of its outstanding Series J and Series K warrants originally issued as part of the Company’s May 2023 private placement financing. The amendments are intended to align the potential exercise of these warrants with the anticipated FDA approval of CGuard Prime 80 cm for transcarotid artery revascularization (“TCAR”) procedures, which the Company continues to anticipat…
Open exhibit ↗