InspireMD, Inc. (NYSEMKT:NSPR) Files An 8-K Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
Item 5.02 Departure of Directors or Principal Officers; Election
of Directors; Appointment of Principal Officer.
On May 31, 2017, Sol Barer, chairman of the board of directors
(the Board) of InspireMD, Inc. (the Company), notified the Board
of his resignation from the Board, effective June 2, 2017. Dr.
Barers decision to resign from the Board did not result from any
disagreement with the Company or its management. Effective as of
June 2, 2017, the Board appointed Paul Stuka, a current member of
the Board, as the chairman of the Board. Upon effectiveness of
Dr, Barers resignation from the Board, Thomas J. Kester shall
replace Dr. Barer on the compensation committee of the Board, and
the nominating and corporate governance committee shall be
comprised of Michael Berman and Mr. Stuka.
In connection with Dr. Barers resignation from the Board, on June
2, 2017, the Company amended (i) the nonqualified stock option
agreement the Company entered into with Dr. Barer on December 7,
2016, to accelerate the vesting of the option to purchase 20,000
shares of common stock so that the option are fully vested as of
June 2, 2017, and to permit Dr. Barer to exercise such option at
any time prior to the tenth anniversary of the grant date, and
(ii) the nonqualified stock option agreements the Company entered
into with Dr. Barer on November 16, 2011, March 31, 2015, June
30, 2015, September 30, 2015, and June 30, 2016, to permit Dr.
Barer to exercise the fully vested options to purchase an
aggregate of 8,494 shares of common stock at any time prior to
the tenth anniversary of the grant date.
The foregoing descriptions of the amendments to Dr. Barers
nonqualified option agreements are qualified in their entirety by
reference to the full text of each amendment to nonqualified
stock option agreement, copies of which are attached as Exhibit
10.1, 10.2, 10.3, 10.4, 10.5 and 10.6 to this Current Report on
Form 8-K and is incorporated by reference herein.
Item 8.01 Other Events.
On June 2, 2017, the Company announced the appointment of Mr.
Stuka as chairman of the Board. A copy of the press release is
attached as Exhibit 99.1 to this Current Report on Form 8-K and
is hereby incorporated by reference herein.
The information set forth herein supplements the Companys proxy
statement dated May 10, 2017, in connection with the Annual
Meeting of the stockholders of the Company to be held on June 29,
2017.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
| Exhibit Number | Description | |
| 10.1 |
First Amendment to Nonqualified Stock Option Agreement dated November 16, 2011, by and between InspireMD, Inc. and Sol Barer, dated as of June 2, 2017 |
|
| 10.2 |
First Amendment to Nonqualified Stock Option Agreement dated March 31, 2015, by and between InspireMD, Inc. and Sol Barer, dated as of June 2, 2017 |
|
| 10.3 |
First Amendment to Nonqualified Stock Option Agreement dated June 30, 2015, by and between InspireMD, Inc. and Sol Barer, dated as of June 2, 2017 |
|
| 10.4 |
First Amendment to Nonqualified Stock Option Agreement dated September 30, 2015, by and between InspireMD, Inc. and Sol Barer, dated as of June 2, 2017 |
|
| 10.5 |
First Amendment to Nonqualified Stock Option Agreement dated June 30, 2016, by and between InspireMD, Inc. and Sol Barer, dated as of June 2, 2017 |
|
| 10.6 |
First Amendment to Nonqualified Stock Option Agreement dated December 7, 2016, by and between InspireMD, Inc. and Sol Barer, dated as of June 2, 2017 |
|
| 99.1 | Press release dated June 2, 2017 |
About InspireMD, Inc. (NYSEMKT:NSPR)
InspireMD, Inc. is a medical device company. The Company is focusing on the development and commercialization of its MicroNet stent platform technology for the treatment of vascular and coronary disease. Its MicroNet, a micron mesh sleeve, is wrapped over a stent to provide embolic protection in stenting procedures. Its CGuard carotid embolic prevention system (CGuard EPS) combines its MicroNet and a self-expandable nitinol stent in a single device for use in carotid artery applications. Its MGuard Prime Embolic Protection System (MGuard Prime EPS) is marketed for use in patients with acute coronary syndromes, notably acute myocardial infarction (heart attack) and saphenous vein graft coronary interventions (bypass surgery). It markets and sells MGuard Prime EPS, a bare-metal cobalt-chromium based stent, for the treatment of coronary disease in the European Union. It is also developing a neurovascular flow diverter (NGuard), which is an endovascular device. InspireMD, Inc. (NYSEMKT:NSPR) Recent Trading Information
InspireMD, Inc. (NYSEMKT:NSPR) closed its last trading session down -0.020 at 0.520 with 176,990 shares trading hands.
