Statement of Ownership (sc 13g)
April 09 2018 - 5:26PM
Edgar (US Regulatory)
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
DC 20549
SCHEDULE
13G
Under the Securities
Exchange Act of 1934
(Amendment No.)*
InspireMD,
Inc.
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(Name
of Issuer)
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Common
Stock, $0.0001 par value
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(Title
of Class of Securities)
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March
28, 2018
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(Date
of Event Which Requires Filing of this Statement)
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Check
the appropriate box to designate the rule pursuant to which this Schedule is filed:
[_] Rule 13d-1(b)
[X] Rule 13d-1(c)
[_] Rule 13d-1(d)
__________
* The
remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject
class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior
cover page.
The
information required in the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section
18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act
but shall be subject to all other provisions of the Act (however, see the Notes).
1.
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NAME OF REPORTING PERSONS
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I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
(ENTITIES ONLY)
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Armistice Capital, LLC
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2.
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CHECK THE APPROPRIATE BOX
IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
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(a) [_]
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(b) [_]
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3.
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SEC USE ONLY
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4.
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CITIZENSHIP OR PLACE OF ORGANIZATION
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Delaware
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NUMBER OF SHARES BENEFICIALLY
OWNED BY EACH REPORTING PERSON WITH
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5.
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SOLE VOTING POWER
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0
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6.
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SHARED VOTING POWER
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0
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7.
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SOLE DISPOSITIVE POWER
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0
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8.
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SHARED DISPOSITIVE POWER
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0
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9.
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AGGREGATE AMOUNT BENEFICIALLY
OWNED BY EACH REPORTING PERSON
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0
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10.
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW
(9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
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[_]
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11.
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PERCENT OF CLASS REPRESENTED BY AMOUNT
IN ROW (9)
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0%
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12.
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TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
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IA, OO
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1.
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NAME
OF REPORTING PERSONS
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I.R.S. IDENTIFICATION
NOS. OF ABOVE PERSONS (ENTITIES ONLY)
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Armistice Capital
Master Fund Ltd.
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2.
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CHECK THE APPROPRIATE BOX
IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
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(a) [_]
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(b) [_]
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3.
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SEC USE ONLY
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4.
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CITIZENSHIP OR PLACE
OF ORGANIZATION
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Cayman Islands
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NUMBER OF SHARES BENEFICIALLY
OWNED BY EACH REPORTING PERSON WITH
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5.
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SOLE VOTING POWER
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0
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6.
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SHARED VOTING POWER
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0
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7.
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SOLE DISPOSITIVE
POWER
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0
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8.
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SHARED DISPOSITIVE
POWER
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0
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9.
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AGGREGATE AMOUNT BENEFICIALLY
OWNED BY EACH REPORTING PERSON
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0
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10.
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CHECK BOX IF THE
AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
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[_]
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11.
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PERCENT OF CLASS
REPRESENTED BY AMOUNT IN ROW (9)
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0%
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12.
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TYPE OF REPORTING
PERSON (SEE INSTRUCTIONS)
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CO
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1.
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NAME OF REPORTING PERSONS
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I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
(ENTITIES ONLY)
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Steven Boyd
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2.
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CHECK THE APPROPRIATE BOX
IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
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(a) [_]
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(b) [_]
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3.
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SEC USE ONLY
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4.
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CITIZENSHIP OR PLACE OF ORGANIZATION
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United States of America
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NUMBER OF SHARES BENEFICIALLY
OWNED BY EACH REPORTING PERSON WITH
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5.
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SOLE VOTING POWER
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0
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6.
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SHARED VOTING POWER
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0
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7.
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SOLE DISPOSITIVE POWER
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0
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8.
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SHARED DISPOSITIVE POWER
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0
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9.
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AGGREGATE AMOUNT BENEFICIALLY
OWNED BY EACH REPORTING PERSON
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0
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10.
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW
(9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
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[_]
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11.
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PERCENT OF CLASS REPRESENTED BY AMOUNT
IN ROW (9)
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0%
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12.
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TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
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IN, HC
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Item 1.
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(a).
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Name
of Issuer:
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InspireMD,
Inc.
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(b).
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Address of Issuer's
Principal Executive Offices:
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4 Menorat
Hamaor St.
Tel
Aviv, Israel 6744832
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Item 2.
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(a).
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Name of Person Filing:
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Armistice
Capital, LLC
Armistice
Capital Master Fund Ltd.
Steven
Boyd
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(b).
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Address of Principal
Business Office, or if None, Residence:
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Armistice
Capital, LLC
510
Madison Avenue, 22nd Floor
New
York, New York 10022
United
States of America
Armistice
Capital Master Fund Ltd.
c/o
dms Corporate Services Ltd.
20 Genesis
Close
P.O.
Box 314
Grand
Cayman KY1-1104
Cayman
Islands
Steven
Boyd
c/o
Armistice Capital, LLC
510
Madison Avenue, 22nd Floor
New
York, New York 10022
United
States of America
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(c)
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Citizenship:
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Armistice
Capital, LLC – Delaware
Armistice
Capital Master Fund Ltd. – Cayman Islands
Steven
Boyd – United States of America
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(d).
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Title of Class of
Securities:
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Common
Stock, $0.0001 par value
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(e).
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CUSIP Number:
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45779A861
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Item 3.
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If This
Statement is filed pursuant to ss.240.13d-1(b) or 240.13d-2(b), or (c), check whether the person filing is a
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(a)
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[_]
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Broker or dealer
registered under Section 15 of the Exchange Act (15 U.S.C. 78c).
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(b)
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[_]
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Bank as defined in
Section 3(a)(6) of the Exchange Act (15 U.S.C. 78c).
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(c)
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[_]
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Insurance company
as defined in Section 3(a)(19) of the Exchange Act (15 U.S.C. 78c).
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(d)
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[_]
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Investment company
registered under Section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8).
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(e)
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[_]
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An investment adviser
in accordance with
§
240.13d-1(b)(1)(ii)(E);
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(f)
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[_]
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An employee benefit
plan or endowment fund in accordance with
§
240.13d-1(b)(1)(ii)(F);
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(g)
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[_]
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A parent holding
company or control person in accordance with Rule 13d-1(b)(1)(ii)(G);
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(h)
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[_]
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A savings association
as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C.1813);
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(i)
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[_]
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A church plan that
is excluded from the definition of an investment company under Section 3(c)(14) of the Investment Company Act of 1940 (15
U.S.C. 80a-3);
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(j)
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[_]
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Group, in accordance
with s.240.13d-1(b)(1)(ii)(J).
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Item 4.
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Ownership.
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Provide
the following information regarding the aggregate number and percentage of the class of securities of the issuer identified
in Item 1.
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(a)
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Amount
beneficially owned:
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Armistice
Capital, LLC – 0
Armistice
Capital Master Fund Ltd. – 0
Steven
Boyd – 0
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(b)
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Percent
of class:
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Armistice
Capital, LLC – 0%
Armistice
Capital Master Fund Ltd. – 0%
Steven
Boyd – 0%
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(c)
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Number
of shares as to which the person has:
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(i)
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Sole power to vote
or to direct the vote
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Armistice
Capital, LLC – 0
Armistice
Capital Master Fund Ltd. – 0
Steven
Boyd – 0
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(ii)
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Shared power to vote
or to direct the vote
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Armistice
Capital, LLC – 0
Armistice
Capital Master Fund Ltd. – 0
Steven
Boyd – 0
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(iii)
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Sole power to dispose
or to direct the disposition of
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Armistice
Capital, LLC – 0
Armistice
Capital Master Fund Ltd. – 0
Steven
Boyd – 0
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(iv)
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Shared power to dispose
or to direct the disposition of
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Armistice
Capital, LLC – 0
Armistice
Capital Master Fund Ltd. – 0
Steven
Boyd – 0
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Item 5.
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Ownership
of Five Percent or Less of a Class.
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If this statement
is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of
more than five percent of the class of securities, check the following [X].
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Item 6.
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Ownership
of More Than Five Percent on Behalf of Another Person.
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If any other person
is known to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale
of, such securities, a statement to that effect should be included in response to this item and, if such interest relates
to more than five percent of the class, such person should be identified. A listing of the shareholders of an investment
company registered under the Investment Company Act of 1940 or the beneficiaries of employee benefit plan, pension fund or
endowment fund is not required.
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N/A
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Item 7.
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Identification and
Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company.
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If a parent holding
company has filed this schedule, pursuant to Rule 13d-1(b)(1)(ii)(G), so indicate under Item 3(g) and attach an exhibit stating
the identity and the Item 3 classification of the relevant subsidiary. If a parent holding company has filed this
schedule pursuant to Rule 13d-1(c) or Rule 13d-1(d), attach an exhibit stating the identification of the relevant subsidiary.
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Item 8.
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Identification and
Classification of Members of the Group.
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If a group has filed
this schedule pursuant to
§
240.13d-1(b)(1)(ii)(J), so indicate
under Item 3(j) and attach an exhibit stating the identity and Item 3 classification of each member of the group. If
a group has filed this schedule pursuant to §240.13d-1(c) or §240.13d-1(d), attach an exhibit stating the identity
of each member of the group.
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N/A
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Item 9.
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Notice of Dissolution
of Group.
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Notice of dissolution
of a group may be furnished as an exhibit stating the date of the dissolution and that all further filings with respect to
transactions in the security reported on will be filed, if required, by members of the group, in their individual capacity. See
Item 5.
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N/A
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Item 10.
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Certification.
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By signing
below I certify that, to the best of my knowledge and belief, the securities referred to above were acquired and are held
in the ordinary course of business and were not acquired and are not held for the purpose of or with the effect of changing
or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as
a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination
under § 240.14a-11.
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SIGNATURE
After
reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true,
complete and correct.
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Armistice Capital, LLC*
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By:
/s/ Steven Boyd
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Steven Boyd
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Managing Member
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Armistice Capital Master Fund Ltd.
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By:
/s/ Steven Boyd
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Steven Boyd
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Director
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/s/ Steven Boyd*
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Steven Boyd
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* This Reporting
Person disclaims beneficial ownership in the Common Stock, except to the extent of his or its pecuniary interest therein.
The original
statement shall be signed by each person on whose behalf the statement is filed or his authorized representative. If the statement
is signed on behalf of a person by his authorized representative other than an executive officer or general partner of the filing
person, evidence of the representative's authority to sign on behalf of such person shall be filed with the statement, provided,
however, that a power of attorney for this purpose which is already on file with the Commission may be incorporated by reference.
The name and any title of each person who signs the statement shall be typed or printed beneath his signature.
Note.
Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See s.240.13d-7
for other parties for whom copies are to be sent.
Attention.
Intentional misstatements or omissions of fact constitute Federal criminal violations (see 18 U.S.C. 1001).
Exhibit
A
AGREEMENT
The
undersigned agree that this Schedule 13G dated April 9, 2018 relating to the Common Stock, $0.0001 par value, of InspireMD, Inc.
shall be filed on behalf of the undersigned.
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Armistice Capital, LLC
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By:
/s/ Steven Boyd
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Steven Boyd
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Managing Member
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Armistice Capital Master Fund Ltd.
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By:
/s/ Steven Boyd
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Steven Boyd
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Director
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/s/ Steven Boyd
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Steven Boyd
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