Securities Registration: Employee Benefit Plan (s-8)
18 5월 2023 - 5:00AM
Edgar (US Regulatory)
As
filed with the Securities and Exchange Commission on May 17, 2023
Registration
No. 333-
United
States
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
D.C. 20549
FORM
S-8
REGISTRATION
STATEMENT
UNDER
THE
SECURITIES ACT OF 1933
INSPIREMD,
INC.
(Exact
name of registrant as specified in its charter)
| Delaware |
|
26-2123838 |
(State
or other jurisdiction of
incorporation
or organization) |
|
(I.R.S.
Employer
Identification
No.) |
4
Menorat Hamaor St.
Tel
Aviv, Israel 6744832
(Address
of Principal Executive Offices)
InspireMD,
Inc. 2021 Equity Compensation Plan
Inducement
Restricted Stock Award Agreement
Inducement
Nonqualified Stock Option Agreement
(Full
title of the plan)
Marvin
Slosman
Chief
Executive Officer
InspireMD,
Inc.
4
Menorat Hamaor St.
Tel
Aviv, Israel 6744832
Telephone:
(888) 776-6804
(Name,
Address and Telephone Number of Agent For Service)
Copies
to:
Gary
Emmanuel, Esq.
Eyal
Peled, Esq.
Greenberg
Traurig, LLP
One
Vanderbilt Avenue
New
York, NY 10017
+1
212 801 9337
Indicate
by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting
company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,”
“smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act
| Large
accelerated filer ☐ |
|
Accelerated
filer ☐ |
|
Non-accelerated
filer ☒ |
|
Smaller
reporting company ☒ |
|
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 7(a)(2)(B) of the Securities Act. ☐
EXPLANATORY
NOTE
InspireMD,
Inc. 2021 Equity Compensation Plan
The
purpose of this Registration Statement on Form S-8 (this “Registration Statement”) is for InspireMD, Inc. (the “Company”)
to register an additional 11,765,913 shares of common Stock, par value $0.0001 per share, for issuance under the Company’s 2021
Equity Compensation Plan (the “Plan”). In accordance with General Instruction E of Form S-8, the contents of the Company’s
Registration Statement on Form S-8 (File No. 333-260216), filed with the Securities and Exchange Commission (the “Commission”)
on October 13, 2021, are incorporated herein by reference and the information required by Part II is omitted, except as supplemented
by the information set forth below.
Inducement
Award
This
Registration Statement is also being filed for the purpose of registering 256,450 shares of restricted stock and 85,480 shares of common
stock issuable pursuant to stock option awards granted to Shane Gleason on May 17, 2023 to induce him to accept employment as the General
Manager of North America and VP of Global Marketing of the Company (the “Inducement Grant”).
The
Inducement Grant is generally subject to the terms and conditions of the Company’s Plan but are not charged to the Plan’s
share reserve. As such, the Inducement Grant is part of a separate plan that has not been approved by stockholders. The Inducement Grant
was granted as an inducement material to Mr. Gleason entering into employment with the Company in accordance with the “inducement”
grant exception under Nasdaq Listing Rule 5635(c)(4) (“Rule 5635(c)(4)”). The Inducement Grant is unvested and unexercisable
as of the date of this Registration Statement.
PART
I
INFORMATION
REQUIRED IN THE SECTION 10(a) PROSPECTUS
The
documents containing the information required in Part I of this registration statement have been or will be sent or given to participating
employees as specified in Rule 428(b)(1) under the Securities Act in accordance with the rules and regulations of the United States Securities
and Exchange Commission (the “Commission”). Such documents are not being filed with the Commission either as part of this
registration statement or as prospectuses or prospectus supplements pursuant to Rule 424 of the Securities Act. These documents and the
documents incorporated by reference into this registration statement pursuant to Item 3 of Part II of this registration statement, taken
together, constitute a prospectus that meets the requirements of Section 10(a) of the Securities Act.
PART
II
INFORMATION
REQUIRED IN THE REGISTRATION STATEMENT
Item
3. Incorporation of Documents by Reference.
The
following documents, which have been filed by the Company with the Commission are incorporated by reference in and made a part of this
registration statement, as of their respective dates:
| |
(a) |
The
Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2022, as filed with the Commission on March 30,
2023; |
| |
|
|
| |
(b) |
The
Company’s Quarterly Reports on Form 10-Q for the quarter ended March 31, 2023, filed with the Commission on May 15, 2023; |
| |
|
|
| |
(c) |
The
Company’s Current Reports on Form 8-K, as filed with the Commission on March 20, 2023 and May 15, 2023; |
| |
|
|
| |
(d) |
The description of the Company’s Common Stock in Exhibit 4.1 to our Annual
Report on Form 10-K for the fiscal year ended December 31, 2022, filed with the SEC on March 30, 2023, and as may be further updated or
amended in any amendment or report filed for such purpose. |
All
documents subsequently filed by us with the Commission pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act
of 1934, as amended, prior to the filing of a post-effective amendment which indicates that all securities offered have been sold or
which deregisters all securities then remaining unsold, shall be deemed to be incorporated by reference in this registration statement
and to be part hereof from the date of filing of such documents.
Any
statement contained in a document incorporated or deemed to be incorporated by reference herein shall be deemed to be modified or superseded
for purposes of this registration statement to the extent that a statement herein, or in any subsequently filed document which also is
or is deemed to be incorporated by reference, modifies or supersedes such statement. Any statement so modified or superseded shall not
be deemed, except as so modified or superseded, to constitute a part of this registration statement.
Item
4. Description of Securities.
Not
applicable.
Item
5. Interests of Named Experts and Counsel.
Not
Applicable.
Item
6. Indemnification of Directors and Officers.
Section
145 of the General Corporation Law of the State of Delaware provides, in general, that a corporation incorporated under the laws of the
State of Delaware, as we are, may indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending
or completed action, suit or proceeding (other than a derivative action by or in the right of the corporation) by reason of the fact
that such person is or was a director, officer, employee or agent of the corporation, or is or was serving at the request of the corporation
as a director, officer, employee or agent of another enterprise, against expenses (including attorneys’ fees), judgments, fines
and amounts paid in settlement actually and reasonably incurred by such person in connection with such action, suit or proceeding if
such person acted in good faith and in a manner such person reasonably believed to be in or not opposed to the best interests of the
corporation and, with respect to any criminal action or proceeding, had no reasonable cause to believe such person’s conduct was
unlawful. In the case of a derivative action, a Delaware corporation may indemnify any such person against expenses (including attorneys’
fees) actually and reasonably incurred by such person in connection with the defense or settlement of such action or suit if such person
acted in good faith and in a manner such person reasonably believed to be in or not opposed to the best interests of the corporation,
except that no indemnification will be made in respect of any claim, issue or matter as to which such person will have been adjudged
to be liable to the corporation unless and only to the extent that the Court of Chancery of the State of Delaware or any other court
in which such action was brought determines such person is fairly and reasonably entitled to indemnity for such expenses.
Our
amended and restated certificate of incorporation and amended and restated bylaws provide that we will indemnify our directors, officers,
employees and agents to the extent and in the manner permitted by the provisions of the General Corporation Law of the State of Delaware,
as amended from time to time, subject to any permissible expansion or limitation of such indemnification, as may be set forth in any
stockholders’ or directors’ resolution or by contract. Any repeal or modification of these provisions approved by our stockholders
will be prospective only and will not adversely affect any limitation on the liability of any of our directors or officers existing as
of the time of such repeal or modification.
We
are also permitted to apply for insurance on behalf of any director, officer, employee or other agent for liability arising out of his
or her actions, whether or not the General Corporation Law of the State of Delaware would permit indemnification.
Item
7. Exemption from Registration Claimed.
Not
Applicable.
Item
8. Exhibits.
Item
9. Undertakings.
| (a) |
The undersigned
registrant hereby undertakes: |
| |
(1) |
To
file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement: |
| |
(i) |
To include
any prospectus required by Section 10(a)(3) of the Securities Act of 1933; |
| |
|
|
| |
(ii) |
To
reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most recent
post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set
forth in this registration statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if
the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end
of the estimated maximum offering range may be reflected in the form of prospectus filed with the Commission pursuant to Rule 424(b)
if, in the aggregate, the changes in volume and price represent no more than a 20 percent change in the maximum aggregate offering
price set forth in the “Calculation of Registration Fee” table in the effective registration statement; and |
| |
|
|
| |
(iii) |
To
include any material information with respect to the plan of distribution not previously disclosed in this registration statement
or any material change to such information in this registration statement; |
provided,
however, that subparagraphs (a)(1)(i) and (a)(1)(ii) do not apply if the information required to be included in a post-effective
amendment by those paragraphs is contained in the periodic reports filed with or furnished to the Commission by the registrant pursuant
to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 that are incorporated by reference in this registration statement.
| |
(2) |
That,
for the purpose of determining any liability under the Securities Act of 1933, each such post-effective amendment shall be deemed
to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall
be deemed to be the initial bona fide offering thereof. |
| |
(3) |
To
remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the
termination of the offering. |
| (b) |
The
undersigned registrant hereby further undertakes that, for the purposes of determining any liability under the Securities Act of
1933, each filing of the Company’s annual report pursuant to Section 13(a) or Section 15(d) of the Securities Exchange Act
of 1934 (and, where applicable, each filing of an employee benefit plan’s annual report pursuant to Section 15(d) of the Securities
Exchange Act of 1934) that is incorporated by reference in this registration statement shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof. |
| |
|
| (c) |
Insofar
as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and controlling
persons of the registrant pursuant to the foregoing provisions, or otherwise, the registrant has been advised that in the opinion
of the Commission such indemnification is against public policy as expressed in the Securities Act of 1933 and is, therefore, unenforceable.
In the event that a claim for indemnification against such liabilities (other than the payment by the registrant of expenses incurred
or paid by a director, officer or controlling person of the registrant in the successful defense of any action, suit or proceeding)
is asserted by such director, officer or controlling person in connection with the securities being registered, the registrant will,
unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction
the question whether such indemnification by it is against public policy as expressed in the Securities Act of 1933 and will be governed
by the final adjudication of such issue. |
SIGNATURES
Pursuant
to the requirements of the Securities Act of 1933, the Company certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-8 and has duly caused this registration statement on Form S-8 to be signed on its behalf by
the undersigned, thereunto duly authorized, in the City of Tel Aviv, Israel, on the 17th day of May, 2023.
| |
INSPIREMD,
INC. |
| |
|
|
| |
By:
|
/s/
Marvin Slosman |
| |
Name: |
Marvin
Slosman |
| |
Title: |
Chief
Executive Officer |
power
of attorney and signatures
We,
the undersigned officers and directors of InspireMD, Inc., hereby severally constitute and appoint Marvin Slosman and Craig Shore, and
each of them individually, our true and lawful attorney to sign for us and in our names in the capacities indicated below any and all
amendments or supplements, including any post-effective amendments, to this registration statement on Form S-8 and to file the same,
with exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorney
full power and authority to do and perform each and every act and thing requisite or necessary to be done in and about the premises,
as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming our signatures to said amendments
to this registration statement signed by our said attorney and all else that said attorney may lawfully do and cause to be done by virtue
hereof.
Pursuant
to the requirements of the Securities Act, this registration statement on Form S-8 has been signed below by the following persons in
the capacities and on the dates indicated.
| Person
|
|
Capacity
|
|
Date
|
| |
|
|
|
|
| /s/
Marvin Slosman |
|
Chief
Executive Officer |
|
May
17, 2023 |
| Marvin
Slosman |
|
(Principal
Executive Officer), President, Director |
|
|
| |
|
|
|
|
| /s/
Craig Shore |
|
Chief
Financial Officer, Chief Administrative |
|
May
17, 2023 |
| Craig Shore |
|
Officer
(Principal Financial and Accounting Officer), Secretary and Treasurer |
|
|
| |
|
|
|
|
| /s/
Paul Stuka |
|
Chairman
of the Board of Directors |
|
May
17, 2023 |
| Paul Stuka |
|
|
|
|
| |
|
|
|
|
| /s/
Michael Berman |
|
Director |
|
May
17, 2023 |
| Michael
Berman |
|
|
|
|
| |
|
|
|
|
| /s/
Thomas J. Kester |
|
Director |
|
May
17, 2023 |
| Thomas J.
Kester |
|
|
|
|
| |
|
|
|
|
| /s/
Gary Roubin, M.D. |
|
Director |
|
May
17, 2023 |
| Gary Roubin,
M.D. |
|
|
|
|
| |
|
|
|
|
| /s/
Kathryn Arnold |
|
Director |
|
May
17, 2023 |
| Kathryn
Arnold |
|
|
|
|
InspireMD (AMEX:NSPR)
과거 데이터 주식 차트
부터 5월(5) 2024 으로 6월(6) 2024
InspireMD (AMEX:NSPR)
과거 데이터 주식 차트
부터 6월(6) 2023 으로 6월(6) 2024
