Current Report Filing (8-k)
June 29 2021 - 4:16PM
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): June 29, 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)
|
|
(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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(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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NSPRW
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The
Nasdaq Capital Market
LLC
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Series
B Warrants, exercisable for one share of Common Stock
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NSPRZ
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The
Nasdaq Capital Market
LLC
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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
5.03. Amendments to Articles of Incorporation or Bylaws; Change in a Fiscal Year.
On
and effective as of June 28, 2021, the board of directors of InspireMD, Inc. (the “Company”) approved and adopted Amended
and Restated Bylaws of the Company, which changed the quorum requirement set forth in Section 4 of Article I thereof, from “…the
holders of a majority of the voting power of all of the shares of the stock entitled to vote at the meeting, present in person or by
proxy, shall constitute a quorum for all purposes,” to now read, “the holders of not less than 33.33% of
the voting power of all of the shares of the stock entitled to vote at the meeting, present in person or by proxy, shall constitute
a quorum a quorum for all purpose” (the “Quorum Amendment”).
The
foregoing description of the Quorum Amendment does not purport to be complete and is qualified in its entirety by reference to the full
text of Section 4, as set forth in the Amended and Restated Bylaws, a copy of which is filed as Exhibit 3.2 with this Current Report
on Form 8-K and is incorporated herein by reference.
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:
June 29, 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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