InspireMD, Inc. (NYSEMKT:NSPR) Files An 8-K Material Modification to Rights of Security Holders
Item 3.03. Material Modification to Rights of Security Holders.
The information set forth in Item 5.03 of this Current Report on
Form 8-K is hereby incorporated by reference into this Item 3.03.
Item 5.03. Amendments to Articles of Incorporation or
Bylaws; Change in Fiscal Year.
On March 9, 2017, InspireMD, Inc. (the Company) filed with the
office of the Secretary of State of the State of Delaware a
Certificate of Designation of Preferences, Rights and Limitations
of Series C Convertible Preferred Stock (the Certificate of
Designation) designating 1,172,000 shares of the Companys
authorized preferred stock as Series C Convertible Preferred
Stock, par value $0.0001 per share (the Preferred Stock).
Preferred Stock is convertible into shares of the Companys common
stock (subject to the beneficial ownership limitations as
provided in the Certificate of Designation), at an initial
conversion price equal to $1.60 per share of common stock,
subject to adjustment as provided in the Certificate of
Designation, at any time at the option of the holder, provided
that the holder will be prohibited from converting Preferred
Stock into shares of the Companys common stock if, as a result of
such conversion, the holder, together with its affiliates, would
own more than 4.99% of the total number of shares of the Companys
common stock then issued and outstanding. However, any holder may
increase or decrease such percentage to any other percentage not
in excess of 9.99%, provided that any increase in such percentage
shall not be effective until 61 days after such notice to the
Company.
Preferred Stock, to the extent that it has not been converted
previously, is subject to full ratchet anti-dilution price
protection upon the issuance of equity or equity-linked
securities at an effective common stock purchase price of less
than the conversion price then in effect, subject to adjustment
as provided in the Certificate of Designation.
In the event of liquidation, dissolution, or winding up of the
Company, holders of the Preferred Stock will be entitled to
receive the amount of cash, securities or other property to which
such holder would be entitled to receive with respect to such
shares of Preferred Stock if such shares had been converted to
common stock immediately prior to such event (without giving
effect for such purposes to the 4.99% or 9.99% beneficial
ownership limitation, as applicable) subject to the preferential
rights of holders of any class or series of the Companys capital
stock specifically ranking by its terms senior to the Preferred
Stock as to distributions of assets upon such event, whether
voluntarily or involuntarily.
Shares of Preferred Stock are not entitled to receive any
dividends, unless and until specifically declared by the board of
directors. However, holders of the Preferred Stock are entitled
to receive dividends on shares of Preferred Stock equal (on an
as-if-converted-to-common-stock basis, and without giving effect
for such purposes to the 4.99% or 9.99% beneficial ownership
limitation, as applicable) to and in the same form as dividends
actually paid on shares of the common stock when such dividends
are specifically declared by the board of directors of the
Company. The Company is not obligated to redeem or repurchase any
shares of Preferred Stock. Shares of Preferred Stock are not
otherwise entitled to any redemption rights, or mandatory sinking
fund or analogous fund provision.
The holders of the Preferred Stock have no voting rights, except
as required by law. Any amendment to the certificate of
incorporation, bylaws or Certificate of Designation that
adversely affects the powers, preferences and rights of the
Preferred Stock requires the approval of the holders of a
majority of the shares of Preferred Stock then outstanding.
The foregoing description of the terms and provisions of the
Preferred Stock does not purport to be complete and is qualified
in its entirety by reference to the Certificate of Designation,
which is filed as Exhibit 3.1 to this Current Report on Form 8-K
and is incorporated by reference herein.
Item 8.01 Other Events.
On March 14, 2017, the Company announced the closing of a best
efforts public offering of 1,069,822 shares of Preferred Stock,
five-year warrants to purchase 4,279,288 shares of common stock,
and six-month warrants to purchase 4,279,288 shares of common
stock. The Company received gross proceeds of approximately $6.8
million from the offering, before deducting placement agent fees
and estimated offering expenses. 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.
On March 15, 2017, the Company announced signing agreements with
distributors in Estonia, Lithuania and Latvia. A copy of the
press release is attached as Exhibit 99.2 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 | |
| 3.1 |
Certificate of Designation of Preferences, Rights and Limitations of Series C Convertible Preferred Stock |
|
| 99.1 | Press release dated March 14, 2017 | |
| 99.2 | Press release dated March 15, 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 -0.038 at 0.942 with 565,060 shares trading hands.