InspireMD Inc. filed SEC Form 8-K: Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Submission of Matters to a Vote of Security Holders, Financial Statements and Exhibits
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Item 5.03 Amendment to Articles of Incorporation or Bylaws; Change in Fiscal Year.
As 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.
On 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 | 0 |
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 | |