NSPR InspireMD

Filed: 20 May 21, 6:15am






Washington, D.C. 20549






Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934


Date of Report (Date of earliest event reported): May 20, 2021


InspireMD, Inc.

(Exact name of registrant as specified in its charter)


Delaware 001-35731 26-2123838

(State or other jurisdiction

of incorporation)



File Number)


(IRS Employer

Identification No.)


4 Menorat Hamaor St.

Tel Aviv, Israel

(Address of principal executive offices) (Zip Code)


(888) 776-6804

(Registrant’s telephone number, including area code)



(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:


[  ]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))


Securities registered pursuant to Section 12(b) of the Act:


Title of each class Trading Symbol(s) 

Name of exchange on

which registered

Common Stock, par value $0.0001 per share NSPR NYSE American
Series A Warrants, exercisable for one share of Common Stock NSPR.WS NYSE American
Series B Warrants, exercisable for one share of Common Stock NSPR.WSB NYSE American


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 3.03. Material Modification to Rights of Security Holders.


The information set forth in Item 5.03 below is incorporated by reference here.


Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.


On and effective as of May 19, 2021, the Board of Directors (the “Board”) of InspireMD, Inc. (the “Company”) approved and adopted Amended and Restated Bylaws of the Company (the “Revised Bylaws”) for the purposes of adding Section 6 under Article VII thereof to provide that, unless the Company consents in writing to the selection of an alternative forum, the federal district courts of the United States shall be the exclusive forum for resolving any complaint asserting a cause of action arising under the Securities Act of 1933, as amended (the “Securities Act”), including all causes of action asserted against any defendant to such complaint (the “Federal Forum Provision”).


The foregoing summary and description of the Federal Forum Provision does not purport to be complete and is qualified in its entirety by reference to the full text of Article VII, as set forth in the Revised Bylaws, a copy of which is filed as Exhibit 3.1 with this Current Report on Form 8-K and is incorporated herein by reference.


Item 9.01 Financial Statements and Exhibits.


(d) Exhibits


Exhibit Number Description

Amended and Restated Bylaws of InspireMD, Inc.






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 20, 2021By:/s/ Craig Shore
 Name:Craig Shore
 Title:Chief Financial Officer