Form 8-K

8-K — InspireMD, Inc.

Accession: 0001493152-26-027045

Filed: 2026-06-03

Period: 2026-06-03

CIK: 0001433607

SIC: 3841 (SURGICAL & MEDICAL INSTRUMENTS & APPARATUS)

Item: Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year

Item: Submission of Matters to a Vote of Security Holders

Item: Financial Statements and Exhibits

Documents

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UNITED

STATES

SECURITIES

AND EXCHANGE COMMISSION

Washington,

D.C. 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): June 3, 2026

InspireMD,

Inc.

(Exact

name of registrant as specified in its charter)

Delaware

001-35731

26-2123838

(State or other jurisdiction

(Commission

(IRS Employer

of incorporation)

File Number)

Identification No.)

6303 Waterford

District Drive, Suite 215

Miami, Florida 33126

6744832

(Address of principal

executive offices)

(Zip Code)

Registrant’s

telephone number, including area code: (888) 776-6804

(Former

name or former address, if changed since last report.)

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, $0.0001 par

value per share

NSPR

The Nasdaq Capital Market

Indicate

by check mark whether the registrant is an emerging growth company 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 ☐

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

5.03 Amendment to Articles of Incorporation or Bylaws; Change in Fiscal Year.

further described in Item 5.07 below, on June 3, 2026, InspireMD, Inc. (the “Company”) held its 2026 annual meeting

of stockholders (the “Annual Meeting”). At the Annual Meeting, the stockholders approved, among other things, an amendment

to the Company’s Amended and Restated Certificate of Incorporation to increase the authorized number of shares of the Company’s

common stock from 150,000,000 shares to 250,000,000 shares (the “Amendment”). The Amendment became effective upon

the Company’s filing of a Certificate of Amendment to the Company’s Amended and Restated Certificate of Incorporation with

the Secretary of State of Delaware on June 3, 2026 (the “Certificate of Amendment”). The foregoing description of

the Amendment is qualified in its entirety by reference to the full text of the Certificate of Amendment, a copy of which is attached

as Exhibit 3.1 hereto and is incorporated by reference herein.

Item

5.07. Submission of Matters to a Vote of Security Holders.

June 3, 2026, the Company held its Annual Meeting. As of April 10, 2026, the record date for the Annual Meeting, there were 46,892,979

shares of common stock issued and outstanding and entitled to vote on the proposals presented at the Annual Meeting, of which 34,631,348,

or 73.85%, were present in person or represented by proxy, which constituted a quorum. The holders of shares of the Company common stock

are entitled to one vote for each share held. Set forth below are the final voting results for each of the proposals submitted to a vote

of the Company’s stockholders at the Annual Meeting.

Proposal

No. 1 - Election of Directors.

The

stockholders re-elected Marvin Slosman, Raymond Cohen and Dan Dearen to serve on the board of directors of the Company, as Class 3 directors,

for a term of three years or until their respective successor is elected and qualified. The votes were as follows:

Director Name

For

Withheld

Broker Non-Votes

Marvin Slosman

25,086,284

1,728,950

7,816,114

Raymond Cohen

22,733,263

4,081,971

7,816,114

Dan Dearen

22,750,906

4,064,328

7,816,114

Proposal

No. 2 – Increase in Authorized Shares.

The

stockholders approved an amendment to the Company’s Amended and Restated Certificate of Incorporation to increase the authorized

number of shares of the Company’s common stock from 150,000,000 shares to 250,000,000 shares. The votes were as follows:

For

Against

Withheld

Broker Non-Votes

31,577,297

3,009,107

44,944

Proposal

No. 3 - Ratification of Auditors.

The

stockholders ratified the appointment of Kesselman & Kesselman, a member of PricewaterhouseCoopers International Limited, as the

Company’s independent registered public accounting firm for the 2026 fiscal year. The votes were as follows:

For

Against

Abstain

34,355,150

244,248

31,950

Based

on the foregoing votes, Proposals 1 through 3 were approved. As there were sufficient votes to approve the proposals, the proposal to

approve an adjournment of the Annual Meeting to a later date or dates, if necessary, to permit further solicitation and vote of proxies

in the event there are not sufficient votes to establish a quorum or in favor of proposals 1 through 3 was not presented to the Company’s

stockholders.

Item

9.01 Financial Statements and Exhibits.

(d)

Exhibits.

Exhibit Number

Description

3.1

Certificate of Amendment to Amended and Restated Certificate of Incorporation of InspireMD, Inc.

104

Cover Page Interactive

Data File (embedded within the Inline XBRL document)

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: June 3, 2026

By:

/s/ Marvin

Slosman

Name:

Marvin Slosman

Title:

Chief Executive Officer

EX-3.1

Filename: ex3-1.htm · Sequence: 2

Exhibit

3.1

CERTIFICATE

OF AMENDMENT

CERTIFICATE

OF INCORPORATION

INSPIREMD,

INC.

InspireMD,

Inc. (the “Corporation”), a corporation organized and existing under the General Corporation Law of the State of Delaware,

does hereby certify that:

Resolutions were duly adopted by the Board of Directors of the Corporation setting forth this proposed Amendment to the Certificate of

Incorporation and declaring said amendment to be advisable and calling for the consideration and approval thereof at a meeting of the

stockholders of the Corporation.

The Certificate of Incorporation of the Corporation is hereby amended by deleting subsection (A) of ARTICLE FOURTH in its entirety and

inserting the following in lieu thereof:

“FOURTH:

A. The total number of shares of all classes of stock which the Corporation shall have authority to issue is two hundred fifty five million

(255,000,000), consisting of two hundred fifty million (250,000,000) shares of Common Stock, par value $0.0001 per share (the “Common

Stock”) and five million (5,000,000) shares of Preferred Stock, par value $0.0001 per share (the “Preferred Stock”).”

Pursuant to the resolution of the Board of Directors, an annual meeting of the stockholders of the Company was duly called and held upon

notice in accordance with Section 222 of the General Corporation Law of the State of Delaware at which meeting the necessary number of

shares as required by statute were voted in favor of the foregoing amendment.

The foregoing amendment was duly adopted in accordance with the provisions of Section 242 of the General Corporation Law of the State

of Delaware.

[SIGNATURE

PAGE FOLLOWS]

[SIGNATURE

PAGE TO CERTIFICATE OF AMENDMENT]

WITNESS WHEREOF, InspireMD, Inc., has caused this Certificate to be executed by its duly authorized officer on this 3rd day

of June, 2026.

INSPIREMD, INC.

By:

/s/ Marvin Slosman

Marvin Slosman

Chief Executive Officer

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