Current Report Filing (8-k)
February 28 2018 - 5:01PM
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 27, 2018
InspireMD,
Inc.
(Exact
name of registrant as specified in its charter)
Delaware
|
|
001-35731
|
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26-2123838
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(State
or other jurisdiction
of
incorporation)
|
|
(Commission
File
Number)
|
|
(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
1.01
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Entry
into a Material Definitive Agreement.
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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
of 1,000,000 shares (the “Shares”) of the Company’s common stock, par value $0.0001 per share (the “Common
Stock”). All of the Shares are being sold by the Company. The offering price to the public of the Shares is $3.00 per share,
and the Underwriter has agreed to purchase the Shares from the Company pursuant to the Underwriting Agreement at a price of $2.79
per share. Under the terms of the Underwriting Agreement, the Company granted the Underwriter an option, exercisable for 30 days,
to purchase up to additional 150,000 shares of Common Stock at the same price per share as the Shares. After underwriting
discounts and commissions, the Company expects to receive net proceeds from the offering of $2,790,000 (or $3,208,500 if the Underwriter
exercises in full its option to purchase additional shares of Common Stock).
Pursuant
to the Underwriting Agreement, the Company, in connection with the offering, agreed to issue to the Underwriter warrants to purchase
up to 60,000 shares of Common Stock, or 6% of the number of shares of Common Stock sold in the offering (the “Underwriter
Warrants” and together with the shares issuable upon exercise of the Underwriter Warrants, the “Underwriter Securities”).
The Underwriter Warrants will be exercisable at any time and from time to time, in whole or in part, following the date of issuance
and ending five years from the date of the execution of the Underwriting Agreement, at a price per share equal to $3.75 (125%
of the offering price to the public per Share).
The
Shares will be issued pursuant to the Company’s shelf registration statement on Form S-3 (Registration Statement No. 333-223130)
previously filed with the Securities and Exchange Commission (the “Commission”) and declared effective by the Commission
on February 23, 2018. A preliminary prospectus supplement and prospectus supplement and the accompanying prospectus relating to
the offering have been filed with the Commission. The offering is expected to close on or about March 1, 2018, subject to satisfaction
of customary closing conditions.
A
copy of the legal opinion and consent of Haynes and Boone, LLP relating to the validity of the issuance and sale of the Shares
is attached as Exhibit 5.1 hereto.
The
Underwriting Agreement contains customary representations and warranties, agreements and obligations, conditions to closing and
termination provisions. The Underwriting Agreement provides for indemnification by the Underwriter of the Company, its directors
and certain of its executive officers, and by the Company of the Underwriter, for certain liabilities, including liabilities arising
under the Securities Act of 1933, as amended, and affords certain rights of contribution with respect thereto. The foregoing description
of the Underwriting Agreement is qualified in its entirety by reference to the Underwriting Agreement, which is attached as Exhibit
1.1 hereto and incorporated by reference herein.
Item 3.02.
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Unregistered Sales of Equity Securities.
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The information
regarding
the issuance of the Underwriter Securities set forth in Item 1.01 of this Current Report on Form 8-K is incorporated by reference
into this Item 3.02. The Underwriter Securities will be issued in reliance upon the exemption from the registration requirements
in Section 4(a)(2) of the Securities Act of 1933, as amended.
On
February 27, 2018, the Company issued a press release announcing the pricing of the underwritten public offering of its Common
Stock. 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
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Financial Statements
and Exhibits.
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(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 28, 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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