Current Report Filing (8-k)
March 01 2018 - 5:53PM
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): March 1, 2018
InspireMD,
Inc.
(Exact
name of registrant as specified in its charter)
Delaware
|
|
001-35731
|
|
26-2123838
|
(State
or other jurisdiction
of
incorporation)
|
|
(Commission
File
Number)
|
|
(IRS
Employer
Identification
No.)
|
4
Menorat Hamaor St.
Tel
Aviv, Israel
|
|
6744832
|
(Address
of principal executive offices)
|
|
(Zip
Code)
|
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:
[ ]
|
Written
communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
|
|
|
[ ]
|
Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
|
|
|
[ ]
|
Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
|
|
|
[ ]
|
Pre-commencement
communications pursuant to Rule 13e-4 (c) under the Exchange Act (17 CFR 240.13e-4(c))
|
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 February 27, 2018, 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 1,000,000 shares (1,150,000 shares if the Underwriter exercises in
full its option to purchase additional shares of common stock) 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 60,000 shares of Common Stock.
On March 1, 2018, the
Offering closed, and, pursuant to the Underwriting Agreement, the Company issued warrants to purchase an aggregate of 60,000 shares
of Common Stock to the Underwriter’s designees (collectively, the “Underwriter Warrants”). The Underwriter Warrants
are immediately exercisable, subject to 180-day lock-up pursuant to FINRA Rule 5110(g) and expire on February 27, 2023.
The Underwriter Warrants have an exercise price of $3.75 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
3.03
|
Material
Modification to Rights of Security Holders.
|
The
information set forth in Item 5.03 of this Current Report on Form 8-K is hereby incorporated by reference into this Item 3.03.
Item
5.03
|
Amendments
to Articles of Incorporation or Bylaws; Change in Fiscal Year.
|
Effective as of closing of
the Offering, pursuant to a waiver agreement (the “Waiver Agreement”), dated February 26, 2018, between the Company
and the investor (the “Series D Investor”) that participated in the private placement of Series D Convertible
Preferred Stock (the “Series D Preferred Stock”), as previously disclosed, the conversion price of the Series
D Preferred Stock was reduced to $3.00 per share, the public offering price of the Common Stock in the Offering, and, on
March 1, 2018, the Company filed with the office of the Secretary of State of the State of Delaware a Certificate of Amendment
to Certificate of Designation of Preferences, Rights and Limitations of Series D Convertible Preferred Stock (the “Certificate
Amendment”) to reflect such reduction in the conversion price of the Series D Preferred Stock.
The
Certificate of Amendment is filed as Exhibit 3.1 to this Current Report on Form 8-K and is incorporated by reference herein.
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 $3.00 per share, effective as of the date of the Underwriting
Agreement.
Pursuant to the Securities
Purchase Agreement, dated November 28, 2017, between the Company and the Series D Investor, pursuant to which the Company issued
and sold 750 shares of the Series D Preferred Stock, as amended by an amendment dated February 21, 2018, and the Waiver Agreement,
following the closing of the Offering on March 1, 2018, the Company used $450,000 (representing 15% of the gross proceeds from
the Offering) to purchase from the Series D Investor 450 shares of the Series D Preferred Stock at a per share purchase price
equal to the stated value of the Series D Preferred Stock.
On March 1, 2018, the
Company announced it has signed an exclusive distribution agreement with T-Vascular IKE Medical Supplies, in Greece, and Endo-Serv,
SRL in the Caribbean. A copy of the press release is attached as Exhibit 99.1 to this Current Report on Form 8-K and is hereby
incorporated by reference herein.
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.
|
InspireMD,
Inc.
|
|
|
|
Date:
March 1, 2018
|
By:
|
/s/
Craig Shore
|
|
Name:
|
Craig
Shore
|
|
Title:
|
Chief
Financial Officer
|
InspireMD (AMEX:NSPR)
Historical Stock Chart
From Jun 2024 to Jul 2024
InspireMD (AMEX:NSPR)
Historical Stock Chart
From Jul 2023 to Jul 2024