UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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| Item 1.01 | Entry into a Material Definitive Agreement. |
On May 31, 2024, InspireMD, Inc. (the “Company”) entered into an Equity Distribution Agreement (the “Distribution Agreement”) with Piper Sandler & Co., as sales agent (“Piper Sandler”), pursuant to which the Company may offer and sell (the “Offering”), from time to time, at its option, through or to Piper Sandler shares of the Company’s common stock, $0.0001 par value per share (the “Shares”). Pursuant to the prospectus supplement relating to the Offering, dated as of May 31, 2024 (the “Prospectus Supplement”), the Company may offer and sell up to $17,000,000 of Shares.
Any Shares to be offered and sold under the Distribution Agreement will be issued and sold pursuant to the Company’s Registration Statement on Form S-3 (File No. 333-265409), filed with the Securities and Exchange Commission (the “SEC”) on June 3, 2022, and declared effective by the SEC on June 14, 2022, and the related prospectus contained therein (the “Registration Statement”), as supplemented by the Prospectus Supplement, by any method permitted by law deemed to be an “at the market offering” as defined in Rule 415(a)(4) promulgated under the Securities Act of 1933, as amended, and, subject to the terms of any placement notice under the Distribution Agreement, Piper Sandler may also sell Shares in negotiated transactions at market prices prevailing at the time of sale or at prices related to such prevailing market prices and/or any other method permitted by law, subject to the prior written consent of the Company.
Subject to the terms of the Distribution Agreement, Piper Sandler will use its commercially reasonable efforts consistent with its normal trading and sales practices and applicable state and federal laws, rules and regulations and the rules of The Nasdaq Capital Market to sell the Shares from time to time, based upon the Company’s instructions (including any price, time or size limits or other customary parameters or conditions the Company may impose). The Company cannot provide any assurances that it will issue any Shares pursuant to the Distribution Agreement. The Company will pay Piper Sandler a commission at a fixed rate of 3.0% of the aggregate gross proceeds from each sale of the Shares under the Distribution Agreement. The Company has agreed to provide Piper Sandler with customary indemnification rights with respect to certain liabilities, including liabilities under the Securities Act and the Securities Exchange Act of 1934, as amended.
The Company currently intends to use any net proceeds from the Offering for our operations, including, but not limited to, research and development, sales and marketing, and working capital and other general corporate purposes, and any other purposes that may be stated in any future prospectus supplement.
The foregoing description of the Distribution Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Distribution Agreement, which is filed as Exhibit 10.1 to this Current Report on Form 8-K and incorporated by reference into this Item 1.01. A copy of the opinion of Greenberg Traurig, LLP relating to the legality of the securities is filed as Exhibit 5.1 to this Current Report on Form 8-K and incorporated by reference into this Item 1.01.
This Current Report on Form 8-K shall not constitute an offer to sell or the solicitation of an offer to buy the Shares, nor shall there be any offer, solicitation or sale of the Shares in any state or country in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or country.
| Item 8.01 | Other Events. |
As previously disclosed, on June 3, 2022, the Company entered into a Sales Agreement (the “AGP Sales Agreement”) with A.G.P./Alliance Global Partners, as sales agent (“A.G.P.”), with respect to the issuance and sale of up to $8,313,000 of Shares, from time to time in an “at the market offering” registered pursuant the Company’s Registration Statement (the “Prior ATM Offering”).
Effective as of May 31, 2024, the Company terminated (i) the AGP Sales Agreement and (ii) the Prior ATM Offering. The Company is not subject to any termination penalties related to the termination of the AGP Sales Agreement. The Company did not sell any shares of common stock pursuant to the AGP Sales Agreement. As a result of the termination of the AGP Sales Agreement, the Company will not offer or sell any shares under the Prior ATM Offering.
A copy of the AGP Sales Agreement was filed as Exhibit 1.2 to the Registration Statement. The description of the AGP Sales Agreement contained in this Current Report on Form 8-K does not purport to be complete and is qualified in its entirety by reference to the copy of the AGP Sales Agreement filed as Exhibit 1.2 to the Registration Statement.
| Item 9.01 | Financial Statements and Exhibits. |
(d) Exhibits
| Exhibit Number |
Description | |
| 10.1 | Equity Distribution Agreement by and between InspireMD, Inc. and Piper Sandler & Co., dated May 31, 2024. | |
| 5.1 | Opinion of Greenberg Traurig, LLP | |
| 23.1 | Consent of Greenberg Traurig, LLP (included in Exhibit 5.1 hereto) | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document). |
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: May 31, 2024 | By: | /s/ Craig Shore |
| Name: | Craig Shore | |
| Title: | Chief Financial Officer | |