Full Press Release Details
Announces 1-for-35 Reverse Stock Split
Aviv, Israel- February 7, 2018 - InspireMD,
Inc. (NYSE American: NSPR, NSPR.WS, NSPR.WSB), a
leader in embolic prevention systems (EPS) / thrombus management technologies and neurovascular devices, today announced a 1-for-35
reverse split of its common stock, effective as of February 7, 2018. Beginning on February 8, 2018, the Company's common
stock will trade on the NYSE American on a split adjusted basis.
InspireMD's special meeting of stockholders on February 7, 2018, the Company's stockholders authorized the Board of
Directors to amend the Amended and Restated Certificate of Incorporation of the Company to effect a reverse stock split at a ratio
in the range of 1-for-25 to 1-for-50.
effectiveness, the reverse stock split will cause a reduction in the number of shares of common stock outstanding and issuable
upon the conversion of the Company's outstanding shares of preferred stock and the exercise of its outstanding stock options
and warrants in proportion to the ratio of the reverse stock split and will cause a proportionate increase in the conversion and
exercise prices of such preferred stock, stock options and warrants. The number of shares of common stock issuable upon exercise
or vesting of outstanding stock options and warrants will be rounded up to the nearest whole share. Accordingly, upon effectiveness
of the reverse stock split, each outstanding warrant currently trading on the NYSE American under the symbol "NSPR.WS"
shall become a warrant to purchase one thirty-fifth (1/35) of one share of common stock at an exercise price of $175.00 per full
share of common stock, and each outstanding warrant currently trading on the NYSE American under the symbol "NSPR.WSB"
shall become a warrant to purchase one thirty-fifth (1/35) of one share of common stock at an exercise price of $70.00 per full
share of common stock, pursuant to the terms of such warrants. Warrants may only be exercisable for a whole number of shares of
common stock. Warrants exercised on or prior to February 7, 2018, will be on a pre-adjusted basis.
Company's common stock will continue to trade on the NYSE American under the symbol "NSPR." The new CUSIP number
for the common stock following the reverse stock split is 45779A 861.
number of authorized shares of the Company's common stock will remain at 150,000,000, while the number of outstanding shares
will be reduced from approximately 58.6 million to 1.7 million. No fractional shares will be issued following the reverse stock
stockholders holding their shares of common stock in book-entry or through a bank, broker or other nominee form do not need to
take any action in connection with the reverse stock split. For those stockholders holding physical stock certificates, the Company's
transfer agent, Action Stock Transfer Corp, will send instructions for exchanging those certificates for new certificates representing
the post-split number of shares. Action Stock Transfer Corp can be reached at (801) 274-1088.
information about the reverse stock split can be found in the Company's definitive
proxy statement filed with the Securities and Exchange Commission on December 26, 2017,
a copy of which is also available at www.sec.gov or at www.inspiremd.com under
the SEC Filings tab located on the Investors page.
seeks to utilize its proprietary MicroNet technology to make its products the industry standard for embolic protection
and to provide a superior solution to the key clinical issues of current stenting in patients with a high risk of distal embolization,
no reflow and major adverse cardiac events.
intends to pursue applications of this MicroNet technology in coronary, carotid (CGuard ), neurovascular, and peripheral
artery procedures. InspireMD's common stock is quoted on the NYSE American under the ticker symbol NSPR and certain warrants
are quoted on the NYSE American under the ticker symbols NSPR.WS and NSPR.WSB.
press release contains "forward-looking statements." Such statements may be preceded by the words "intends,"
"may," "will," "plans," "expects," "anticipates," "projects,"
"predicts," "estimates," "aims," "believes," "hopes," "potential"
or similar words. Forward-looking statements are not guarantees of future performance, are based on certain assumptions and are
subject to various known and unknown risks and uncertainties, many of which are beyond the Company's control, and cannot
be predicted or quantified and consequently, actual results may differ materially from those expressed or implied by such forward-looking
statements. Such risks and uncertainties include, without limitation, risks and uncertainties associated with (i) market acceptance
of our existing and new products, (ii) negative clinical trial results or lengthy product delays in key markets, (iii) an inability
to secure regulatory approvals for the sale of our products, (iv) intense competition in the medical device industry from much
larger, multinational companies, (v) product liability claims, (vi) product malfunctions, (vii) our limited manufacturing capabilities
and reliance on subcontractors for assistance, (viii) insufficient or inadequate reimbursement by governmental and other third
party payers for our products, (ix) our efforts to successfully obtain and maintain intellectual property protection covering
our products, which may not be successful, (x) legislative or regulatory reform of the healthcare system in both the U.S. and
foreign jurisdictions, (xi) our reliance on single suppliers for certain product components, (xii) the fact that we will need
to raise additional capital to meet our business requirements in the future and that such capital raising may be costly, dilutive
or difficult to obtain and (xiii) the fact that we conduct business in multiple foreign jurisdictions, exposing us to foreign
currency exchange rate fluctuations, logistical and communications challenges, burdens and costs of compliance with foreign laws
and political and economic instability in each jurisdiction. More detailed information about the Company and the risk factors
that may affect the realization of forward looking statements is set forth in the Company's filings with the Securities
and Exchange Commission (SEC), including the Company's Annual Report on Form 10-K and its Quarterly Reports on Form 10-Q.
Investors and security holders are urged to read these documents free of charge on the SEC's web site at http://www.sec.gov.
The Company assumes no obligation to publicly update or revise its forward-looking statements as a result of new information,
future events or otherwise.