0001493152-23-017792.txt : 20230516 0001493152-23-017792.hdr.sgml : 20230516 20230516161610 ACCESSION NUMBER: 0001493152-23-017792 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20230512 FILED AS OF DATE: 20230516 DATE AS OF CHANGE: 20230516 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Stuka Paul CENTRAL INDEX KEY: 0001528577 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-35731 FILM NUMBER: 23927712 MAIL ADDRESS: STREET 1: C/O OSIRIS PARTNERS, LLC STREET 2: ONE LIBERTY SQUARE, 5TH FLOOR CITY: BOSTON STATE: MA ZIP: 02109 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: InspireMD, Inc. CENTRAL INDEX KEY: 0001433607 STANDARD INDUSTRIAL CLASSIFICATION: SURGICAL & MEDICAL INSTRUMENTS & APPARATUS [3841] IRS NUMBER: 262123838 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 4 MENORAT HAMAOR ST. CITY: TEL AVIV STATE: L3 ZIP: 6744832 BUSINESS PHONE: (888) 776-6804 MAIL ADDRESS: STREET 1: 4 MENORAT HAMAOR ST. CITY: TEL AVIV STATE: L3 ZIP: 6744832 FORMER COMPANY: FORMER CONFORMED NAME: Saguaro Resources, Inc. DATE OF NAME CHANGE: 20080428 4 1 ownership.xml X0407 4 2023-05-12 0 0001433607 InspireMD, Inc. NSPR 0001528577 Stuka Paul C/O INSPIREMD, INC. 4 MENORAT HAMAOR ST. TEL AVIV L3 6744832 ISRAEL 1 0 0 0 0 Common Stock 2023-05-12 4 P 0 175000 1.6327 A 248534 I See footnote Common Stock 42320 D Series H Warrants to purchase Common Stock 1.3827 2023-05-12 4 P 0 87500 1.6327 A 2023-05-15 Common Stock 87500 87500 I See footnote Series I Warrants to purchase Common Stock 1.3827 2023-05-12 4 P 0 87500 1.6327 A 2023-05-15 Common Stock 87500 87500 I See footnote Series J Warrants to purchase Common Stock 1.3827 2023-05-12 4 P 0 87500 1.6327 A 2023-05-15 Common Stock 87500 87500 I See footnote Series K Warrants to purchase Common Stock 1.3827 2023-05-12 4 P 0 87500 1.6327 A 2023-05-15 Common Stock 87500 87500 I See footnote The shares of common stock reported in this row represent shares of restricted stock that were acquired in a private placement transaction on May 12, 2023 pursuant to an exemption from the registration requirements under Section 4(a)(2) of the Securities Act of 1933, as amended (the "Private Placement"). The purchase price per share of common stock and associated Series H Warrants, Series I Warrants, Series J Warrants and Series K Warrants in the Private Placement was $1.6327. These securities are held by Osiris Investment Partners, L.P. ("Osiris"). The Reporting Person serves as the managing member of Osiris Partners, LLC, the general partner of Osiris. In such capacity, the Reporting Person may be deemed to beneficially own the reported securities. The Reporting Person disclaims beneficial ownership of the reported securities except to the extent of his pecuniary interest therein, and the inclusion of such securities in this report shall not be deemed an admission of beneficial ownership for purposes of Section 16 or for any other purposes. The aggregate number of warrants reported in this row consists of 87,500 Series H Warrants that were acquired in the Private Placement. The Series H Warrants have a term of the earlier of (i) May 15, 2028 and (ii) 20 trading days following the Company's public release of primary and secondary end points related to one year follow up study results from the Company's C-Guardians pivotal trial. The aggregate number of warrants reported in this row consists of 87,500 Series I Warrants that were acquired in the Private Placement. The Series I Warrants have a term of the earlier of (i) May 15, 2028 and (ii) 20 trading days following the Company's announcement of receipt of Premarket Approval (PMA) from the Food and Drug Administration ("FDA") for the CGuard Prime Carotid Stent System (135 cm). The aggregate number of warrants reported in this row consists of 87,500 Series J Warrants that were acquired in the Private Placement. The Series J Warrants have a term of the earlier of (i) May 15, 2028 and (ii) 20 trading days following the Company's announcement of receipt of FDA approval for the SwitchGuard transcarotid system and CGuard Prime 80 cm. The aggregate number of warrants reported in this row consists of 87,500 Series K Warrants that were acquired in the Private Placement. The Series K Warrants have a term of the earlier of (i) May 15, 2028 and (ii) 20 trading days following the end of the fourth fiscal quarter after the fiscal quarter in which the first commercial sales of the CGuard Carotid Stent System in the United States begin. Exhibit 24.1: Power of Attorney /s/ Craig Shore, Attorney-in-Fact for Paul Stuka 2023-05-16 EX-24.1 2 ex24-1.htm

Exhibit 24.1

POWER OF ATTORNEY

Know all by these presents, that the undersigned hereby constitutes and appoints Craig Shore of InspireMD, Inc. (the “Company”) with full power of substitution, signing individually, the undersigned’s true and lawful attorney-in fact and agent to:

1. Prepare, execute in the undersigned’s name and on the undersigned’s behalf, and submit to the Securities and Exchange Commission (the “SEC”) Form ID, Uniform Application for Access Codes to File on EDGAR, including amendments thereto, and any other documents necessary or appropriate to obtain codes and passwords enabling the undersigned to make electronic filings with the SEC of reports required by Section 16(a) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or any rule or regulation thereunder;

2. Prepare, execute in the undersigned’s name and on the undersigned’s behalf, and submit to the SEC Forms 3, 4 and 5 (including amendments thereto and joint filing agreements in connection therewith) in accordance with Section 16(a) of the Exchange Act and the rules and regulations thereunder in the undersigned’s capacity as an officer, director or beneficial owner of more than 10% of a registered class of securities of the Company;

3. Do and perform any and all acts for and on behalf of the undersigned that may be necessary or desirable to execute such Forms 3, 4, or 5, or Form ID (including any amendments thereto) and timely file such forms with the SEC, and any stock exchange, self-regulatory association or similar authority; and

4. Take any other action of any nature whatsoever in connection with the foregoing that, in the opinion of such attorney-in-fact, may be of benefit, in the best interest of, or legally required by, the undersigned, it being understood that the documents executed by such attorney-in-fact on behalf of the undersigned pursuant to this Power of Attorney shall be in such form and shall contain such terms and conditions as such attorney-in-fact may approve in such attorney-in-fact’s discretion.

The undersigned hereby grants to each such attorney in fact full power and authority to do and perform any and every act and thing whatsoever requisite, necessary, or proper to be done in the exercise of any of the rights and powers herein granted, as fully to all intents and purposes as the undersigned might or could do if personally present, with full power of substitution or revocation, hereby ratifying and confirming all that such attorney in fact, or such attorney in fact’s substitute or substitutes, shall lawfully do or cause to be done by virtue of this power of attorney and the rights and powers herein granted. The undersigned acknowledges that the foregoing attorney-in-fact, and his substitutes, in serving in such capacity at the request of the undersigned, is not assuming (nor is the Company assuming) any of the undersigned’s responsibilities to comply with Section 16 of the Exchange Act.

This Power of Attorney shall remain in full force and effect until the earliest to occur of (a) the undersigned is no longer required to file Forms 3, 4 and 5 with respect to the undersigned’s holdings of and transactions in securities issued by the Company, (b) revocation by the undersigned in a signed writing delivered to the foregoing attorney-in-fact or (c) as to any attorney-in-fact individually, until such attorney-in-fact is no longer employed by the Company.

IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be executed as of this 15th day of May, 2023.

	By:	/s/ Paul Stuka
	Name:	Paul Stuka