Current Report Filing (8-k)
April 03 2018 - 12:15PM
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 28, 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 March 28, 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 2,857,143 shares of the Company’s common stock, par value $0.0001 per share
(the “Common Stock”), pursuant to which the Company agreed to issue to the Underwriter or its designees warrants to
purchase up to 171,429 shares of Common Stock.
On
April 2, 2018, the Offering closed, and, pursuant to the Underwriting Agreement, the Company issued warrants to purchase an aggregate
of 171,429 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
March 28, 2023. The Underwriter Warrants have an exercise price of $2.1875 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 “March Waiver Agreement”), dated March 28, 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 $1.75 per share, the public offering price of the Common Stock in the Offering, and, on
April 2, 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 $1.75 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 originally issued and sold 750 shares of the Series D Preferred Stock, as amended by an amendment dated February 21,
2018, by a waiver agreement, dated February 26, 2018, and the March Waiver Agreement, following the closing of the Offering on
April 2, 2018, the Company used $300,000 of the net proceeds of the Offering to purchase from the Series D Investor 46,875 shares
of the Series C Convertible Preferred Stock at a per share purchase price equal to the stated value of the Series C Convertible
Preferred Stock.
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:
April 3, 2018
|
By:
|
/s/
James Barry
|
|
Name:
|
James
Barry, Ph.D.
|
|
Title:
|
Chief
Executive 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
Real-Time news about InspireMD Inc New (American Stock Exchange): 0 recent articles
More Inspiremd, Inc. News Articles