Business Context and Reporting Period
Company: InspireMD, Inc. (NSPR)
Filing Type: Form 8-K (Current Report)
Date of Report: September 21, 2026
Principal Executive Offices: Miami, Florida
Event: Entry into Material Definitive Agreements regarding warrant amendments.
Key Financial Metrics
This filing is a Current Report (Form 8-K) and does not contain financial statements, revenue, profit, cash flow, margin, debt, or liquidity data. The document focuses exclusively on corporate governance and capital structure adjustments.
Material Changes
On September 21, 2026, the Company entered into amendments with certain holders of existing warrants (Series J and Series K). Key changes include:
- Warrant Scope: Amendments apply to 50% of shares underlying Series J Warrants and 100% of shares underlying Series K Warrants held by participating holders.
- Exercise Price Adjustment: The exercise price for amended warrants was modified to $0.7674 (reduced to $0.7673 for holders electing pre-funded warrants).
- Termination Date Extension: The termination date was extended to the earlier of May 15, 2028, or 20 trading days following the Company's announcement of FDA approval for the CGuard Prime 80 cm.
- Unchanged Terms: The remaining 50% of Series J Warrants and all warrants held by non-participating holders retain their original terms.
Guidance, Outlook, and Risks
Outlook: The extension of the warrant termination date is explicitly tied to a regulatory milestone: FDA approval for the CGuard Prime 80 cm device. This suggests the Company anticipates this approval may occur prior to May 15, 2028.
Risks and Contingencies:
- Forward-Looking Statements: The filing includes standard warnings that future events, including FDA approval, are not guaranteed.
- Regulatory Risk: The value and duration of the amended warrants are contingent upon the timing of FDA approval.
- Unregistered Securities: The amendments involve unregistered sales of equity securities as described in Item 3.02.
Investor Verification Checklist
- Verify the total number of Series J and Series K warrants held by the specific participants versus the total outstanding.
- Confirm the current status of the CGuard Prime 80 cm FDA application to assess the likelihood of the termination date extension being triggered.
- Review the full text of the Warrant Amendments (Exhibits 4.1 and 4.2) for any additional covenants or conditions not summarized in the 8-K.
- Check for any subsequent filings regarding the exercise of these warrants or changes in the FDA approval timeline.