Current Report Filing (8-k)
20 3월 2023 - 9:11PM
Edgar (US Regulatory)
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2023-03-15
2023-03-15
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iso4217:USD
xbrli:shares
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
DC 20549
FORM
8-K
CURRENT
REPORT PURSUANT
TO
SECTION 13 OR 15(d) OF THE
SECURITIES
EXCHANGE ACT OF 1934
Date
of report (Date of earliest event reported): March 15, 2023
InspireMD,
Inc.
(Exact
Name of Registrant as Specified in Its Charter)
Delaware
(State
or Other Jurisdiction of Incorporation)
001-35731 |
|
26-2123838 |
(Commission
File
Number) |
|
(IRS
Employer
Identification
No.) |
4
Menorat Hamaor St.
Tel
Aviv, Israel |
|
6744832 |
(Address
of Principal Executive Offices) |
|
(Zip
Code) |
(888)
776-6804
(Registrant’s
Telephone Number, Including Area Code)
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 each exchange on which registered |
Common
Stock, par value $0.0001 per share |
|
NSPR |
|
The
Nasdaq Capital Market LLC |
Indicate
by check mark whether the registrant is an emerging growth company as defined in 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
5.02 |
Departure
of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
|
On
March 19, 2023, InspireMD, Inc. (the “Company”), announced that its Board of Directors (the “Board”) promoted
Andrea Tommasoli to Chief Operating Officer of the Company, effective as of March 19, 2023.
Prior
to Mr. Tommasoli’s appointment, he served as Senior Vice President of Global Sales and Marketing since November 2020 and brings
over two decades of life sciences industry experience to the Company. Prior to joining the Company, Mr. Tommasoli held commercial leadership
positions at Integra LifeSciences, a medical device manufacturing company that manufactures products for skin regeneration, neurosurgery,
reconstructive and general surgery, from 2011 to 2020, serving as the Senior Director of Indirect Markets from January 2017 to October
2020, as Director of Sales for Specialty Surgical Solutions Europe from June 2014 to December 2016 and as Director of Sales for Neurosurgery
EMEA from July 2011 to June 2014. Prior to joining Integra, Mr. Tommasoli was a Managing Partner at Alticare, an independent company
focusing on start-ups and growth companies in the medtech business from 2009 to 2011 and was the Director of St. Jude Medical Neuromodulation
division in France from 2007 to 2009. Mr. Tommasoli has vast experience in commercializing innovative medical technology solutions that
improve and advance standard of care. Mr. Tommasoli received his B.A. in nuclear engineering from Bologna University, Italy and his M.B.A.
from HEC Paris, France.
There
are no arrangements or understandings between Mr. Tommasoli and any other person pursuant to which Mr. Tommasoli was appointed to serve
as the Chief Operating Officer of the Company. There are no family relationships between Mr. Tommasoli and any of the Company’s
directors or executive officers. Mr. Tommasoli has no direct or indirect material interest in any existing or currently proposed transaction
that would require disclosure under Item 404(a) of Regulation S-K.
Mr.
Tommasoli is party to an Employment Contract with the Company (the “Agreement”), which took effect on November 2, 2020. Following
his promotion, Mr. Tommasoli will receive an annual base salary of 240,000 Euros (approximately $258,000) and is entitled
to a yearly gross bonus of 35% of his base salary, which will be based on the Board’s assessment of Mr. Tommasoli’s individual
performance and the overall performance of the Company. Mr. Tommasoli’s remuneration is subject to deduction of the employee’s
share of social contributions, and CSG and CRDS. The Agreement
was entered into for an indefinite period, and it may be terminated at any time by either the Company or Mr. Tommasoli with a six months’
notice period; however, no notice period applies in case of serious or gross misconduct. The Agreement further provides for standard
benefits, such as reimbursement of business expenses, professional vehicle expenses and participation in the Company’s employee
benefit plans and programs. The Agreement also contains certain standard confidentiality requirements.
The
foregoing description of the Agreement is only a summary and is qualified in its entirety by reference to the complete terms and conditions
of the Agreement, a copy of which will be filed as an exhibit to the Company’s Annual Report on Form 10-K for the year ending December
31, 2022.
Item
7.01. |
Regulation
FD Disclosures |
On
March 20, 2023, the Company issued a press release announcing the appointment of Mr. Tommasoli as the Company’s Chief Operating
Officer and providing related information, a copy of which is attached to this Current Report on Form 8-K as Exhibit 99.1 and is incorporated
herein by reference.
Item
9.01 |
Financial
Statements and Exhibits. |
(d)
Exhibits
SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by
the undersigned hereunto duly authorized.
|
INSPIREMD,
INC. |
|
|
|
Date:
March 20, 2023 |
By: |
/s/
Craig Shore |
|
Name: |
Craig
Shore |
|
Title: |
Chief
Financial Officer |
InspireMD (AMEX:NSPR)
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