Current Report Filing (8-k)
May 27 2021 - 8:01AM
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): May 27, 2021
InspireMD,
Inc.
(Exact
name of registrant as specified in its charter)
Delaware
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001-35731
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26-2123838
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(State
or other jurisdiction
of
incorporation)
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(Commission
File
Number)
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(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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(888)
776-6804
(Registrant’s
telephone number, including area code)
N/A
(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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Securities
registered pursuant to Section 12(b) of the Act:
Title
of each class
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Trading
Symbol(s)
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Name
of exchange on
which
registered
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Common
Stock, par value $0.0001 per share
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NSPR
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The
Nasdaq Capital Market LLC
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Series
A Warrants, exercisable for one share of Common Stock
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NSPR.WS
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NYSE
American
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Series
B Warrants, exercisable for one share of Common Stock
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NSPR.WSB
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NYSE
American
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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
3.01. Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing
On
May 27, 2021, InspireMD, Inc. (the “Company”), acting pursuant to authorization from its Board of Directors, determined to
voluntarily withdraw the listing of its Series A and Series B warrants to purchase shares of the Company’s common stock, par value
$0.0001 per share (the “Warrants”), from the New York Stock Exchange (“NYSE”) and transfer the listing of the
Warrants to the Nasdaq Capital Market (“Nasdaq”). The Company expects to voluntarily delist the Warrants from the NYSE effective
as of the close of trading on June 7, 2021, and that trading of the Warrants will commence on Nasdaq at market open on June 8, 2021.
The
Warrants have been approved for listing on Nasdaq, where each of the Warrants will continue to trade under the stock symbols “NSPRW,”
and “NSPRZ,” respectively.
Item
7.01. Regulation FD Disclosure.
The
Company issued the press release attached hereto as Exhibit 99.1 in connection with the transfer of the listing of the Warrants to Nasdaq.
The
information included in this Current Report under Item 7.01, including Exhibit 99.1, is deemed to be “furnished” and shall
not be “filed” for purposes of Section 18 of the Exchange Act, or otherwise subject to the liabilities of that section, and
is not incorporated by reference into any filing under the Securities Act or the Exchange Act.
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.
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InspireMD,
Inc.
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Date:
May 27, 2021
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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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