Current Report Filing (8-k)
February 07 2018 - 5:31PM
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): February 7, 2018
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
3.03
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Material Modification to Rights of Security Holders.
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To
the extent required by Item 3.03 of Form 8-K, the information contained in Items 5.03 and 5.07 of this report is incorporated
herein by reference.
Item
5.03
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Amendment
to Articles of Incorporation or Bylaws; Change in Fiscal Year.
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On
February 7, 2018, InspireMD, Inc. (the “Company”) held a special meeting of its stockholders (the “Special Meeting”).
At the Special Meeting, the stockholders approved the proposal to authorize the board of directors (the “Board”),
in its discretion but prior to the annual meeting of the Company’s stockholders in 2018, to amend the Amended and Restated
Certificate of Incorporation of the Company (the “Certificate of Incorporation”) to effect a reverse stock split of
the Company’s common stock at a ratio in the range of 1-for-25 to 1-for-50, such ratio to be determined by the Board.
On
February 7, 2018, following the Special Meeting, the Board approved a 1-for-35 reverse stock split of the Company’s issued
and outstanding shares of common stock (the “Reverse Stock Split”), and the Company filed with the Secretary of State
of the State of Delaware a Certificate of Amendment to its Certificate of Incorporation (the “Certificate Amendment”)
to effect the Reverse Stock Split. The Reverse Stock Split will become effective as of 5:00 p.m. Eastern Time on February 7, 2018,
and the Company’s common stock will begin trading on a split-adjusted basis when the market opens on February 8, 2018.
When
the Reverse Stock Split becomes effective, every 35 shares of the Company’s issued and outstanding common stock (and such
shares held in treasury) will automatically be converted into one share of common stock, without any change in the par value per
share. In addition, a proportionate adjustment will be made to the per share exercise price and the number of shares issuable
upon the conversion of the Company’s outstanding shares of preferred stock and the exercise of all outstanding stock options
and warrants to purchase shares of common stock and the number of shares reserved for issuance pursuant to the Company’s
equity incentive compensation plans. Any fraction of a share of common stock that would otherwise have resulted from the Reverse
Stock Split will be rounded up to the nearest whole share.
The
Company’s common stock will continue to trade on the NYSE American under the symbol “NSPR.” The new CUSIP number
for common stock following the Reverse Stock Split will be 45779A 861.
Action
Stock Transfer Corp, the Company’s transfer agent, will act as the exchange agent for the Reverse Stock Split.
For
more information about the Reverse Stock Split, see the Company’s definitive proxy statement filed with the Securities and
Exchange Commission on December 26, 2017 (the “Special Meeting Proxy”), the relevant portions of which are incorporated
herein by reference. A copy of the Certificate Amendment is attached as Exhibit 3.1 hereto and incorporated herein by reference.
Item
5.07
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Submission
of Matters to a Vote of Security Holders.
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At
the Special Meeting, the following three proposals were submitted to the Company’s stockholders:
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(1)
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Authorization
of the Board, in its discretion but prior to the annual meeting of the Company’s stockholders in 2018, to amend the
Certificate of Incorporation to effect a reverse stock split of the Company’s common stock at a ratio in the range of
1-for-25 to 1-for-50, such ratio to be determined by the Board.
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(2)
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Approval
of the issuance of more than 19.99% of the Company’s outstanding common stock (measured as of November 28, 2017) at
a price per share less than book or market value to investors who participated in a private placement which closed on December
1, 2017, pursuant to the securities purchase agreement, dated as of November 28, 2017, entered into in such private placement,
in accordance with the NYSE American Company Guide Section 713(a)(ii).
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(3)
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Approval
of an adjournment of the Special Meeting, if necessary, to solicit additional proxies if there are not sufficient votes in
favor of any of the foregoing proposals.
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For
more information about the foregoing proposals, see the Special Meeting Proxy. Holders of the Company’s common stock were
entitled to one vote per share. The number of votes cast for and against and the number of abstentions and broker non-votes with
respect to each matter voted upon are set forth below:
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(1)
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Authorization
of the Board, in its discretion but prior to the annual meeting of the Company’s stockholders in 2018, to amend the
Certificate of Incorporation to effect a reverse stock split of the Company’s common stock at a ratio in the range of
1-for-25 to 1-for-50, such ratio to be determined by the Board:
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Votes
For
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Votes
Against
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Votes
Abstaining
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26,189,865
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6,822,237
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81,060
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The
reverse stock split proposal was approved as the proposal received the affirmative vote of a majority of the shares of the Company’s
common stock outstanding and entitled to vote on the proposal at the Special Meeting.
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(2)
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Approval
of the issuance of more than 19.99% of the Company’s outstanding common stock (measured as of November 28, 2017) at
a price per share less than book or market value to investors who participated in a private placement which closed on December
1, 2017, pursuant to the securities purchase agreement, dated as of November 28, 2017, entered into in such private placement,
in accordance with the NYSE American Company Guide Section 713(a)(ii):
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Votes
For
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Votes
Against
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Votes
Abstaining
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Broker
Non-Votes
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16,066,225
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2,614,628
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189,124
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14,223,185
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The
private placement proposal was approved as the proposal received the affirmative vote of a majority of the votes cast on the proposal
with abstentions counting as votes cast.
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(3)
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Approval
of an adjournment of the Special Meeting, if necessary, to solicit additional proxies if there are not sufficient votes in
favor of any of the foregoing proposals:
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Votes
For
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Votes
Against
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Votes
Abstaining
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26,418,153
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6,055,475
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619,534
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The
adjournment proposal was approved as the proposal received the affirmative vote of a majority of the votes cast on the proposal.
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The
results reported above are final voting results. No other matters were considered or voted upon at the meeting.
Item
8.01 Other Events.
On
February 7, 2018, the Company issued a press release announcing that the Board has approved the Reverse Stock Split. A copy of
the press release is attached hereto as Exhibit 99.1, and is incorporated herein by reference.
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:
February 7, 2018
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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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InspireMD (AMEX:NSPR)
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