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NSPR > SEC Filings for NSPR > Form 8-K on 9-Sep-2013All Recent SEC Filings

Show all filings for INSPIREMD, INC.

Form 8-K for INSPIREMD, INC.


9-Sep-2013

Change in Directors or Principal Officers, Other Events, Financial Statements and


Item 5.02 Departure of Directors or Certain Officers; Election of
Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On September 3, 2013, the Board of Directors (the "Board") of InspireMD, Inc. (the "Company") appointed Campbell Rogers. M.D. as a Class III member of the Board, effective as of the same date, with a term expiring at the Company's 2014 annual meeting of stockholders. In connection with his appointment, Dr. Rogers was granted an option to purchase 125,000 shares of the Company's common stock ("Common Stock") on September 3, 2013 at an exercise price of $2.12, which was the closing price of the Common Stock on the date of grant (the "Rogers Option"), subject to the terms and conditions of the 2011 U.S. Equity Incentive Plan, a sub-plan of the Company's 2011 Umbrella Option Plan. The Rogers Option vests and becomes exercisable in three equal annual installments beginning on the one-year anniversary of the date of grant, provided that in the event that Dr. Rogers is either (i) not reelected as a director at the Company's 2014 annual meeting of stockholders, or (ii) not nominated for reelection as a director at the Company's 2014 annual meeting of stockholders, the option vests and becomes exercisable on the date of Dr. Rogers's failure to be reelected or nominated. The Rogers Option has a term of 10 years from the date of grant. The Company has also agreed to pay Dr. Rogers an annual stipend of $25,000.

Dr. Rogers has served as chief medical officer of HeartFlow, Inc., a cardiovascular diagnostics company, since March 2012. Prior to joining HeartFlow, he was the Chief Scientific Officer and Global Head of Research and Development at Cordis Corporation, Johnson & Johnson, where he was responsible for leading investments and research in cardiovascular devices, from July 2006 to March 2012. Prior to that, he was Associate Professor of Medicine at Harvard Medical School and the Harvard-M.I.T. Division of Health Sciences and Technology, and Director of the Cardiac Catheterization and Experimental Cardiovascular Interventional Laboratories at Brigham and Women's Hospital. He served as Principal Investigator for numerous interventional cardiology device, diagnostic, and pharmacology trials, is the author of numerous journal articles, chapters, and books in the area of coronary artery and other cardiovascular diseases, and was the recipient of research grant awards from the NIH and AHA. He received his A.B. from Harvard College and his M.D. from Harvard Medical School.

On September 3, 2013, Ofir Paz resigned as a member of the Board, effective as of the same date. Mr. Paz is not resigning because of a disagreement with the Company or on any matter relating to its operations, policies or practices.

The foregoing description of the Rogers Option is qualified in its entirety by reference to the full text of the nonqualified stock option agreement granting the options entered into by the Company and Dr. Rogers, a copy of which is attached as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated by reference herein.



Item 8.01 Other Events.

On September 4, 2013, the Company issued a press release announcing the appointment of Dr. Rogers and the resignation of Mr. Paz. A copy of such press release is attached hereto as Exhibit 99.1.



Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

Exhibit
Number                            Description
 10.1     Nonqualified Stock Option Agreement, dated September 3, 2013
 99.1     Press release dated September 4, 2013

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