InspireMD, Inc. — Capital/Financing Update 2017

Mar 9, 2017

8-K 1 form8-k.htm

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

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FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

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Date of Report (Date of earliest event reported): March 9, 2017

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)

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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)) |

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Item 8.01 Other Events.

On March 9, 2017, InspireMD, Inc. (the “Company”) announced the pricing of a “best efforts” public offering of up to 1,171,875 shares of Series C Convertible Preferred Stock, five-year warrants to purchase up to 4,687,500 shares of common stock and six-month warrants to purchase up to 4,687,500 shares of common stock. The Company expects to receive gross proceeds of up to $7.5 million from this offering, before deducting placement agent fees and estimated offering expenses, assuming completion of the maximum offering. The offering is expected to close on or about March 14, 2017, subject to customary closing conditions.

A copy of the press release announcing these events is attached as Exhibit 99.1 to this Current Report on Form 8-K and is hereby incorporated by reference herein.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

| Exhibit

Number	Description
99.1	Press
release dated March 9, 2017, announcing the pricing of a public offering of up to $7.5 million

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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. — By: | /s/ Craig Shore | | --- | --- | | Name: | Craig Shore | | Title: | Chief Financial Officer |

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