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NSPR > SEC Filings for NSPR > Form 8-K on 18-Apr-2013All Recent SEC Filings

Show all filings for INSPIREMD, INC. | Request a Trial to NEW EDGAR Online Pro

Form 8-K for INSPIREMD, INC.


18-Apr-2013

Unregistered Sale of Equity Securities, Other Events, Financial Statements and Ex


Item 3.02 Unregistered Sales of Equity Securities.

On April 16, 2013, InspireMD, Inc. (the "Company") consummated its exchange and amendment agreement (the "Agreement") with the holders (the "Holders") of the Company's outstanding senior secured convertible debentures due April 15, 2014 (the "Debentures"). Pursuant to the Agreement, in full satisfaction of the Company's obligations under the Debentures, the Company (i) repaid $8,787,234 of the outstanding indebtedness evidenced by the Debentures, (ii) issued 2,159,574 shares (the "Shares") of the Company's common stock, $0.0001 par value per share (the "Common Stock"), to the Holders, and (iii) issued to the Holders warrants (the "$3 Warrants") to purchase 659,091 shares of Common Stock at an exercise price of $3 per share (collectively, the "Debenture Exchange"). The securities issued to the Holders were not registered under the Securities Act of 1933, as amended (the "Securities Act"), or the securities laws of any state, and were offered and sold in reliance on the exemption from registration afforded by
Section 3(a)(9) of the Securities Act and corresponding provisions of state securities laws.

On April 16, 2013, as a result of the offering price in the Offering (as defined below) being less than $6.00 per share and the issuance of the Shares and the $3 Warrants in connection with the Debenture Exchange, the Company issued to investors in its March 31, 2011 financing (the "March 31 Investors") an aggregate of 755,207 shares of Common Stock (the "Anti-Dilution Shares") pursuant to rights the March 31 Investors irrevocably acquired on March 31, 2011 under a securities purchase agreement with the Company (the "2011 SPA") that provided for the issuance of additional shares of Common Stock to the March 31 Investors in the event the Company issued shares of Common Stock at a price below $6.00 per share or Common Stock equivalents pursuant to which shares of Common Stock may be acquired at a price per share below $6.00. The Company did not receive any consideration in exchange for the Anti-Dilution Shares because they were issued pursuant to pre-existing anti-dilution provisions under the 2011 SPA. The issuance of the Anti-Dilution Shares by the Company did not constitute a "sale" under the Securities Act.



Item 8.01 Other Events.

On April 16, 2013, the Company announced the consummation of an underwritten public offering of its Common Stock (the "Offering"). In the Offering, the Company sold a total of 12,500,000 shares of its Common Stock. The price to the public in the Offering was $2.00 per share, and the aggregate net proceeds of the Offering to the Company were approximately $22.6 million, after the underwriters' commissions and estimated offering expenses.

A copy of the press release announcing this event is attached as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated by reference herein.



Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

Exhibit
Number               Description
 99.1     Press Release dated April 16, 2013

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