Edgar Filing: InspireMD, Inc.

As filed with the Securities and Exchange Commission on June 5, 2014

Registration No. 333-

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM S-8

REGISTRATION STATEMENT
UNDER THE SECURITIES ACT OF 1933

InspireMD, Inc.
(Exact name of registrant as specified in its charter)

Delaware
(State or other jurisdiction
of incorporation or organization)

26-2123838
(I.R.S. Employer
Identification Number)

321 Columbus Avenue
Boston, Massachusetts 02116
(Address of Principal Executive Offices; Zip Code)

InspireMD, Inc. 2013 Long-Term Incentive Plan

Nonqualified Stock Option Agreement, dated September 16, 2013, by and between InspireMD, Inc. and David Blossom

Nonqualified Stock Option Agreement, dated December 2, 2013, by and between InspireMD, Inc. and Eric Olson

(Full title of the plan)

Alan Milinazzo

President and Chief Executive Officer

InspireMD, Inc.

321 Columbus Avenue
Boston, Massachusetts 02116

(Name and address of agent for service)

(857) 453-6553
(Telephone number, including area code, of agent for service)

With a copy to:
Rick A. Werner, Esq.

Haynes and Boone, LLP

30 Rockefeller Plaza, 26th Floor

New York, New York 10112

Tel. (212) 659-7300

Fax (212) 884-8234

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer,” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer ¨	Accelerated filer ¨
Non-accelerated filer ¨	Smaller reporting company x
(Do not check if a smaller reporting company)

CALCULATION OF REGISTRATION FEE

Title of securities to be registered	Amount to be registered(1)			Proposed maximum offering price per share			Proposed maximum aggregate offering price		Amount of registration fee
Common Stock, $0.0001 par value		10,000	(2)	$	2.41	(3)	$	24,100.00	$	3.10
Common Stock, $0.0001 par value		530,855	(2)	$	2.97	(3)	$	1,576,639.35	$	203.07
Common Stock, $0.0001 par value		33,333	(2)	$	3.05	(3)	$	101,665.65	$	13.09
Common Stock, $0.0001 par value		446,158	(2)	$	3.10	(3)	$	1,383,089.80	$	178.14
Common Stock, $0.0001 par value		40,000	(2)	$	3.23	(3)	$	129,200.00	$	16.64
Common Stock, $0.0001 par value		487,757	(4)	$	2.50	(5)	$	1,216,953.72	$	156.74
Common Stock, $0.0001 par value		3,451,897	(6)	$	2.50	(5)	$	8,612,483.02	$	1,109.29
Common Stock, $0.0001 par value		150,000	(7)	$	2.12	(3)	$	318,000.00	$	40.96
Common Stock, $0.0001 par value		150,000	(8)	$	2.75	(3)	$	412,500.00	$	53.13
Total		5,300,000					$	13,774,631.53	$	1,774.17

	(1)	Pursuant to Rule 416 under the Securities Act of 1933, as amended, we are also registering an indeterminable number of shares of common stock that may be issued in connection with stock splits, stock dividends or similar transactions.
	(2)	Represents shares of common stock issuable pursuant to options awarded under the InspireMD, Inc. 2013 Long-Term Incentive Plan (the “Plan”).
	(3)	Estimated solely for the purpose of calculating the registration fee pursuant to Rule 457(h) under the Securities Act of 1933, as amended, and based upon the price at which such options may be exercised.
	(4)	Represents shares of restricted stock issued under the Plan.
	(5)	Estimated solely for the purpose of calculating the registration fee pursuant to Rule 457(c) and (h) under the Securities Act of 1933, as amended, and based upon the average of the high and low prices of the common stock as reported on the NYSE MKT on June 3, 2014.
	(6)	Represents shares of common stock issuable pursuant to the Plan.

(7)

Represents shares of common stock issuable pursuant to options awarded under the Nonqualified Stock Option Agreement, dated September 16, 2013, by and between InspireMD, Inc. and David Blossom.

(8)

Represents shares of common stock issuable pursuant to options awarded under the Nonqualified Stock Option Agreement, dated December 2, 2013, by and between InspireMD, Inc. and Eric Olson.

EXPLANATORY NOTE

This Registration Statement on Form S-8 of InspireMD, Inc. has been prepared in accordance with the requirements of Form S-8 under the Securities Act of 1933, as amended, to register:

1,060,346 shares of our common stock, par value $0.0001 per share, underlying options previously granted under our 2013 Long-Term Incentive Plan (the “Plan”);

487,757 shares of restricted stock granted under the Plan;

3,451,897 shares of common stock issuable pursuant to the Plan;

150,000 shares of common stock issuable upon the exercise of options granted pursuant to the Nonqualified Stock Option Agreement, dated September 16, 2013, by and between InspireMD, Inc. and David Blossom; and

150,000 shares of common stock issuable pursuant to the Nonqualified Stock Option Agreement, dated December 2, 2013, by and between InspireMD, Inc. and Eric Olson.

This Registration Statement also includes a prospectus (which we refer to as the reoffer prospectus) prepared in accordance with General Instruction C of Form S-8 and in accordance with the requirements of Part I of Form S-3. The reoffer prospectus may be used for reofferings and resales of certain of the shares of our common stock listed above that may be deemed to be “control securities” and/or “restricted securities” under the Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder. These are shares that were or may be acquired by our officers, directors and affiliates, or that were acquired by our employees or consultants, under an employee benefit plan. Such officers, directors, affiliates, employees and consultants are the selling stockholders identified in the reoffer prospectus.

PART I

INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

The document(s) containing the information specified in Part I will be sent or given to employees as specified by Rule 428(b)(1) of the Securities Act of 1933, as amended. Such documents are not being filed with the Securities and Exchange Commission either as part of this Registration Statement or as prospectuses or prospectus supplements pursuant to Rule 424 of the Securities Act of 1933, as amended.

REOFFER PROSPECTUS

InspireMD, Inc.

1,848,103 Shares of Common Stock

This reoffer prospectus relates to shares of common stock of InspireMD, Inc. that may be reoffered or resold from time to time by the stockholders identified in this reoffer prospectus and that have been acquired or that may be acquired under our 2013 Long-Term Incentive Plan (the “Plan”) or under certain individual stock option agreements. This prospectus covers 487,757 shares of restricted stock that are owned by the selling stockholders and up to 1,360,346 shares of common stock issuable upon the exercise of currently outstanding options.

The selling stockholders may sell shares of common stock from time to time in the principal market on which our common stock is traded at the prevailing market price or in privately negotiated transactions. See “Plan of Distribution” which begins on page 9.

We will not receive any of the proceeds from the sale of common stock by the selling stockholders. However, we will generate proceeds in the event of an exercise of the options by the selling stockholders. We intend to use those proceeds, if any, for general corporate purposes. We will pay the expenses of registering these shares.

Our common stock is listed on the NYSE MKT under the symbol “NSPR.” On June 4, 2014, the last reported sale price of our common stock as reported on the NYSE MKT was $2.51 per share.

We may amend or supplement this reoffer prospectus from time to time by filing amendments or supplements as required. You should read the entire prospectus, the information incorporated by reference herein and any amendments or supplements carefully before you make your investment decision.

Investing in our common stock is highly speculative and involves a high degree of risk. You should carefully consider the risks and uncertainties in the section entitled “Risk Factors” beginning on page 5 of this reoffer prospectus before making a decision to purchase our stock.

Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or passed upon the adequacy or accuracy of this prospectus. Any representation to the contrary is a criminal offense.

The date of this reoffer prospectus is June 5, 2014.

TABLE OF CONTENTS

	Page
ABOUT THIS PROSPECTUS	2
SUMMARY	3
RISK FACTORS	5
SPECIAL NOTE REGARDING FORWARD LOOKING STATEMENTS	5
USE OF PROCEEDS	6
SELLING STOCKHOLDERS	6
PLAN OF DISTRIBUTION	11
LEGAL MATTERS	12
EXPERTS	13
INCORPORATION OF CERTAIN INFORMATION BY REFERENCE	13
WHERE YOU CAN FIND MORE INFORMATION	13

ABOUT THIS PROSPECTUS

You should rely only on the information contained in this prospectus or incorporated by reference in this prospectus and in any applicable prospectus supplement. Neither we nor the selling stockholders have authorized anyone to provide you with different information. We and the selling stockholders take no responsibility for, and can provide no assurance as to the reliability of, any other information that others may give you. The information contained in this prospectus, any applicable prospectus supplement and the documents incorporated by reference herein or therein are accurate only as of the date such information is presented. Our business, financial condition, results of operations and prospects may have changed since that date. You should also read this prospectus together with the additional information described under the headings “Incorporation of Certain Information by Reference” and “Where You Can Find More Information.” This prospectus may be supplemented from time to time to add, update or change information in this prospectus. Any statement contained in this prospectus will be deemed to be modified or superseded for purposes of this prospectus to the extent that a statement contained in such prospectus supplement modifies or supersedes such statement. Any statement so modified will be deemed to constitute a part of this prospectus only as so modified, and any statement so superseded will be deemed not to constitute a part of this prospectus.

The selling stockholders are offering the common stock only in jurisdictions where such issuances are permitted. The distribution of this prospectus and the issuance of the common stock in certain jurisdictions may be restricted by law. Persons outside the United States who come into possession of this prospectus must inform themselves about, and observe any restrictions relating to, the issuance of the common stock and the distribution of this prospectus outside the United States. This prospectus does not constitute, and may not be used in connection with, an offer to sell, or a solicitation of an offer to buy, the common stock offered by this prospectus by any person in any jurisdiction in which it is unlawful for such person to make such an offer or solicitation.

The registration statement containing this prospectus, including the exhibits to the registration statement, provides additional information about us and the securities offered under this prospectus. The registration statement, including the exhibits, can be read on the Securities and Exchange Commission’s website or at the Securities and Exchange Commission’s offices mentioned under the heading “Where You Can Find More Information.”

SUMMARY

This summary provides an overview of selected information contained elsewhere or incorporated by reference in this prospectus and does not contain all of the information you should consider before investing in our common stock. You should carefully read the prospectus, the information incorporated by reference and the registration statement of which this prospectus is a part in their entirety before investing in our common stock, including the information discussed under “Risk Factors” in this prospectus and the documents incorporated by reference and our financial statements and notes thereto that are incorporated by reference in this prospectus. As used in this prospectus, unless the context otherwise indicates, the terms “we,” “our,” “us,” or “the Company” for periods prior to the closing of our share exchange transactions on March 31, 2011 refer to InspireMD Ltd., a private company incorporated under the laws of the State of Israel that is now our wholly-owned subsidiary, and its subsidiary, taken as a whole, and the terms “we,” “our,” “us,” or “the Company” for periods subsequent to the closing of the share exchange transactions refer to InspireMD, Inc., a Delaware corporation, and its subsidiaries, including InspireMD Ltd., taken as a whole.

Unless otherwise indicated, all information in this prospectus reflects a one-for-four reverse stock split of our common stock that occurred on December 21, 2012.

The Company

Overview

We are a medical device company focusing on the development and commercialization of our proprietary stent platform technology, MGuard^TM. MGuard provides embolic protection in stenting procedures by placing a micronet mesh sleeve over a stent. Our initial products are marketed for use mainly in patients with acute coronary syndromes, notably acute myocardial infarction (heart attack) and saphenous vein graft coronary interventions (bypass surgery). According to the TYPHOON STEMI trial (New England Journal of Medicine, 2006) and the SOS SVG Trial (Journal of the American College of Cardiology, 2009), of patients with acute myocardial infarction and saphenous vein graft coronary interventions, 7.5% to 44% experience major adverse cardiac events, including cardiac death, heart attack and restenting of the artery. When performing stenting procedures in patients with acute coronary symptoms, interventional cardiologists face a difficult dilemma in choosing, with the aim of ensuring adequate protection from distal embolization (the dislodgement of particles from the artery wall that results in blood clot), between bare-metal stents, which have a high rate of restenosis (formation of new blockages), and drug-eluting (drug-coated) stents, which have a high rate of late thrombosis (formation of clots months or years after implantation), require administration of anti-platelet drugs for at least one year post procedure, are more costly than bare-metal stents and have additional side effects. We believe that MGuard is a simple and seamless solution for these patients.

We intend to study our MGuard technology for use in a broad range of coronary related situations in which complex lesions occur and intend to seek to make it an industry standard for treatment of acute coronary syndromes. We believe that patients will benefit from a cost-effective alternative which we believe will prove to have a superior clinical efficacy and safety profile than other stent technologies. We believe that with our MGuard technology, we are well positioned to emerge as a key player in the global stent market.

We also intend to apply our technology to develop additional products used for other vascular procedures, specifically carotid (the arteries that supply blood to the brain) and peripheral (other arteries) procedures.

In October 2007, our first generation product, the MGuard Coronary, received CE Mark approval for treatment of coronary arterial disease in the European Union. CE Mark is a mandatory conformance mark on many products marketed in the European Economic Area and certifies that a product has met European Union consumer safety, health or environmental requirements. We began shipping our product to customers in Europe in January 2008 and have since expanded our global distribution network to Southeast Asia, India, Latin America and Israel.

Our initial MGuard Coronary product incorporated a stainless steel stent. We replaced this stainless steel platform with a more advanced cobalt-chromium based platform, which we refer to as the MGuard Prime version of the MGuard Coronary product. We believe the new platform will prove to be superior because cobalt-chromium stents are generally known in the industry to provide better deliverability and possibly even a reduction in major adverse cardiac events. In particular, according to Jabara, et al. (“A Third Generation Ultra-thin Strut Cobalt Chromium Stent: Histopathological Evaluation in Porcine Coronary Arteries,” EuroIntervention, November 2009), due to its greater density, cobalt-chromium enables the construction of stents that have both thinner struts and similar radial strength as stainless steel, with its thicker struts. In turn, Jabara, et al. found that the reduced thickness of the struts provides more flexibility and lower crossing profiles, thereby reducing the inflammatory response and neointimal thickening, potentially lowering restenosis and target vessel revascularization rates.

The MGuard Prime version of the MGuard Coronary product received CE Mark approval in the European Union in October 2010 for improving luminal diameter and providing embolic protection. We believe we can use and leverage the clinical trial results of our original stainless steel based MGuard Coronary to help market our new cobalt-chromium based MGuard Prime version of the MGuard Coronary product. In addition, MGuard Carotid received CE Mark approval in the European Union in March 2013.

However, we face a number of challenges to the further growth of our MGuard Coronary and other planned MGuard products. For example, we face competition from numerous pharmaceutical and biotechnology companies in the therapeutics area, as well as competition from academic institutions, government agencies and research institutions. Most of our current and potential competitors have, and will continue to have, substantially greater financial, technological, research and development, regulatory and clinical, manufacturing, marketing and sales, distribution and personnel resources than we do. In addition, none of our products are currently approved by the U.S. Food and Drug Administration. Clinical trials necessary to support a pre-market approval application to the U.S. Food and Drug Administration for our MGuard products, including one that is underway, will be expensive and will require the enrollment of a large number of patients, and suitable patients may be difficult to identify and recruit, which may cause a delay in the development and commercialization of our product candidates. Furthermore, our rights to our intellectual property with respect to our products could be challenged or our products could be challenged in view of third party intellectual property rights. Based on the prolific litigation that has occurred in the stent industry and the fact that we may pose a competitive threat to some large and well-capitalized companies that own or control patents relating to stents and their use, manufacture and delivery, we believe that it is possible that one or more third parties will assert a patent infringement claim against the manufacture, use or sale of our MGuard products based on one or more of these patents. Additionally, there is a strong preference to use drug-eluting stents in some countries. Over the last decade, there has been an increasing tendency to use drug-eluting stents in percutaneous coronary intervention (PCI), commonly known as angioplasty (a therapeutic procedure to treat narrowed coronary arteries of the heart found in patients with heart disease), with a usage rate of drug-eluting stents in PCI approaching 70-80% in some countries, even though drug-eluting stents do not address thrombus management in acute myocardial infarction. Also, the use of other bare-metal stents is preferred over the use of MGuard products in certain circumstances, such as when placing the stent at the entrance to large side branches, known as “jailing large side branches.”

For the three months ended March 31, 2014, our total revenue was approximately $1.5 million and our net loss was approximately $6.0 million. For the three months ended March 31, 2013, our total revenue was approximately $1.5 million and our net loss was approximately $4.9 million. For the six months ended December 31, 2013, our total revenue was approximately $3.1 million and our net loss was approximately $9.3 million. For the six months ended December 31, 2012, our total revenue was approximately $1.9 million and our net loss was approximately $9.4 million. For the twelve months ended June 30, 2013, our total revenue was approximately $4.9 million and our net loss was approximately $29.3 million. For the twelve months ended June 30, 2012, our total revenue was approximately $5.3 million and our net loss was approximately $17.6 million.

Recent Events

On April 30, 2014, we publicly announced our decision to initiate a voluntary field corrective action with respect to our MGuard Prime embolic protection systems to address reports of stent dislodgement. In connection with such action, we have ceased shipments of all MGuard Prime units and suspended enrollment in our MASTER II trial pending a review by the U.S. Food and Drug Administration and other regulatory agencies. We believe that we have identified the cause of the dislodgement issue and, upon approval from the European regulatory agency, intend to modify all existing units of the MGuard Prime to improve stent retention and performance. Our voluntary field corrective action is subject to numerous risks and uncertainties as discussed more fully in the disclosure incorporated by reference under the section entitled “Risk Factors.”

Corporate and Other Information

We were organized in the State of Delaware on February 29, 2008 as Saguaro Resources, Inc. to engage in the acquisition, exploration and development of natural resource properties. On March 28, 2011, we changed our name from “Saguaro Resources, Inc.” to “InspireMD, Inc.”

Our principal executive offices are located at 321 Columbus Avenue, Boston, Massachusetts 02116. Our telephone number is (857) 453-6553. Our website address is www.inspire-md.com. Information accessed through our website is not incorporated into this prospectus and is not a part of this prospectus.

RISK FACTORS

Investing in our common stock involves a high degree of risk. You should carefully consider the risks and uncertainties described below and all other risks, uncertainties and other information contained or incorporated by reference in this prospectus, including the risks and uncertainties discussed under “Risk Factors” in our Transition Report on Form 10-KT for the six month transition period ended December 31, 2013 and in our Quarterly Report on Form 10-Q for the three months ended March 31, 2014. All of these “Risk Factors” are incorporated by reference herein in their entirety. These risks and uncertainties are not the only ones facing us. Additional risks of which we are not presently aware or that we currently believe are immaterial may also harm our business and results of operations. The trading price of our common stock could decline due to the occurrence of any of these risks, and investors could lose all or part of their investment. In assessing these risks, investors should also refer to the information contained or incorporated by reference in our other filings with the Securities and Exchange Commission.

Our financial statements for the quarter ended March 31, 2014 contain an explanatory paragraph in the footnotes, as to our ability to continue as a going concern, which could prevent us from obtaining new financing on reasonable terms or at all.

Because we have had recurring losses and negative cash flows from operating activities and have significant future commitments, substantial doubt exists regarding our ability to remain in operation at the same level we are currently performing. Accordingly, the footnotes to our financial statements for the quarter ended March 31, 2014 include an explanatory paragraph as to our potential inability to continue as a going concern. Additionally, the doubts regarding our potential ability to continue as a going concern may adversely affect our ability to obtain new financing on reasonable terms or at all.

SPECIAL NOTE REGARDING FORWARD LOOKING STATEMENTS

This prospectus and the information incorporated by reference contain “forward-looking statements,” which include information relating to future events, future financial performance, strategies, expectations, competitive environment and regulation. Words such as “may,” “should,” “could,” “would,” “predicts,” “potential,” “continue,” “expects,” “anticipates,” “future,” “intends,” “plans,” “believes,” “estimates,” and similar expressions, as well as statements in future tense, identify forward-looking statements. Forward-looking statements should not be read as a guarantee of future performance or results and will probably not be accurate indications of when such performance or results will be achieved. Forward-looking statements are based on information we have when those statements are made or our management’s good faith belief as of that time with respect to future events, and are subject to risks and uncertainties that could cause actual performance or results to differ materially from those expressed in or suggested by the forward-looking statements. Important factors that could cause such differences include, but are not limited to:

our history of recurring losses and negative cash flows from operating activities, significant future commitments and the uncertainty regarding the adequacy of our liquidity to pursue our complete business objectives;

our ability to complete clinical trials as anticipated and obtain and maintain regulatory approvals for our products;

our ability to adequately protect our intellectual property;

disputes over ownership of intellectual property;

our dependence on a single manufacturing facility and our ability to comply with stringent manufacturing quality standards and to increase production as necessary;

the risk that the data collected from our current and planned clinical trials may not be sufficient to demonstrate that the MGuard technology is an attractive alternative to other procedures and products;

intense competition in our industry, with competitors having substantially greater financial, technological, research and development, regulatory and clinical, manufacturing, marketing and sales, distribution and personnel resources than we do;

entry of new competitors and products and potential technological obsolescence of our products;

loss of a key customer or supplier;

technical problems with our research and products and potential product liability claims;

adverse economic conditions;

adverse federal, state and local government regulation, in the United States, Europe or Israel;

price increases for supplies and components;

inability to carry out research, development and commercialization plans; and

loss or retirement of key executives and research scientists.

You should review carefully the section entitled “Risk Factors” beginning on page 5 of this prospectus for a discussion of these and other risks that relate to our business and investing in our common stock. The forward-looking statements contained or incorporated by reference in this prospectus are expressly qualified in their entirety by this cautionary statement. We do not undertake any obligation to publicly update any forward-looking statement to reflect events or circumstances after the date on which any such statement is made or to reflect the occurrence of unanticipated events.

USE OF PROCEEDS

All shares of our common stock offered by this prospectus are being registered for the accounts of the selling stockholders and we will not receive any proceeds from the sale of these shares.

Certain shares of common stock offered by this prospectus are issuable upon the exercise of stock options. As such, if a selling stockholder exercises all or any portion of its options, we will receive the aggregate exercise price paid by such selling stockholder in connection with any such option exercise. We expect to use the proceeds received from the exercise of the options, if any, for general working capital purposes.

SELLING STOCKHOLDERS

This reoffer prospectus relates to the reoffer and resale of shares issued or that may be issued to the selling stockholders listed below, or future selling stockholders, under the Plan and under certain individual stock option agreements. Each of the transactions by which the selling stockholders acquired the securities covered by this prospectus was exempt under the registration provisions of the Securities Act of 1933, as amended.

The following table sets forth, as of June 5, 2014, the number of shares beneficially owned by each current selling stockholder. The number of shares in the column “Number of Shares Beneficially Owned Prior to the Offering” represents the total number of shares that a selling stockholder currently owns or has the right to acquire within sixty (60) days of June 5, 2014. The number of shares in the column “Shares Which May be Offered” represents all of the shares that a selling stockholder may offer under this reoffer prospectus, and includes shares issuable upon the exercise of options that have not yet vested and are not included in the column “Number of Shares Beneficially Owned Prior to the Offering.” The table and footnotes assume that the selling stockholders will sell all of the shares listed in the column “Shares Which May be Offered.” However, because the selling stockholders may sell all or some of their shares under this reoffer prospectus from time to time, or in another permitted manner, we cannot assure you as to the actual number of shares that will be sold by the selling stockholders or that will be held by the selling stockholders after completion of any sales. We do not know how long the selling stockholders will hold the shares before selling them. Beneficial ownership is determined in accordance with Rule 13d-3(d) promulgated by the Securities and Exchange Commission under the Securities Exchange Act of 1934, as amended. The selling stockholders have not had a material relationship with us within the past three years other than as described in the footnotes to the table below or as a result of their acquisition of our shares or other securities.

Information concerning the selling stockholders may change from time to time and changed information will be presented in a supplement to this reoffer prospectus if and when necessary and required. If, subsequent to the date of this reoffer prospectus, we grant additional awards to the selling stockholders or to other affiliates under the Plan, we intend to supplement this reoffer prospectus to reflect such additional awards and the names of such affiliates and the amounts of securities to be reoffered by them.

Name	Number of Shares Beneficially Owned Prior to the Offering			Shares Which May be Offered (1)			Shares Beneficially Owned After Offering			Percentage of Outstanding Common Stock After Offering (2)
Judith Antler (3)		15,466	(4)		3,850	(5)		11,616	(6)		*
Nir Bachman (7)		7,175	(5)		7,175	(5)		-			-
Gwen Bame (8)		72,300	(9)		94,800	(10)		50,000	(6)		*
Eli Bar (11)		404,378	(12)		126,405	(13)		374,643	(14)		1.1	%
Sol J. Barer, Ph.D. (15)		2,841,667	(16)		85,000	(17)		2,841,667	(16)		7.9	%
James Barry, Ph.D. (18)		58,333	(6)		50,000	(17)		58,333	(6)		*
Michael Berman (19)		71,472	(20)		50,000	(17)		71,472	(20)		*
David Blossom (21)		14,870	(5)		213,205	(22)		-			-
Piet van den Bosch (23)		16,667	(5)		50,000	(24)		-			-
Ralph Essers (25)		5,000	(5)		15,000	(26)		-			-
Giancarlo Fasulo (27)		10,000	(5)		30,000	(28)		-			-
Noam Igra (29)		4,100	(5)		4,100	(5)		-			-
Miriam Ivensitz (30)		13,437	(31)		3,850	(5)		9,587	(6)		*
Paul Jeffers (32)		5,000	(5)		15,000	(26)		-			-
Amir Kohen (33)		55,657	(34)		17,700	(5)		37,957	(35)		*
Max Lapping (36)		13,850	(37)		3,850	(5)		10,000	(6)		*
Hilda Lief (38)		4,100	(5)		17,433	(39)		-			-
Chaim Lotan (40)		139,446	(41)		10,000	(5)		129,446	(42)		*
James J. Loughlin (43)		48,333	(44)		50,000	(17)		48,333	(44)		*
Chris MacLeod (45)		5,000	(5)		15,000	(26)		-			-
Nimrod Meller (46)		4,100	(5)		4,100	(5)		-			-
Alan W. Milinazzo (47)		1,245,317	(48)		582,400	(49)		1,062,592	(50)		3.0	%
Jonina Ohayon (51)		23,365	(52)		3,075	(5)		20,290	(6)		*
Rick Olson (53)		31,778			150,000	(17)		31,778			*
Robert Ratini (54)		12,000	(5)		12,000	(5)		-			-
Juan Rigla (55)		5,000	(5)		5,000	(5)		-			-
Campbell Rogers, M.D. (56)		-			50,000	(17)		-			-
Racheli Shlechter (57)		23,234	(58)		3,850	(5)		19,384	(6)		*
Craig Shore (59)		257,124	(60)		106,735	(5)		150,389	(61)		*
Paul Stuka (62)		961,871	(63)		50,000	(17)		961,871	(63)		2.7	%
Karen Withrow (64)		925	(5)		2,425	(65)		-			-
Elad Yaacoby (66)		30,774	(67)		16,150	(68)		24,624	(6)		*

*Less than 1%

(1)

Does not constitute a commitment to sell any or all of the stated number of shares of common stock. The number of shares offered shall be determined from time to time by each selling stockholder at their sole discretion.

(2)

The percentage of shares beneficially owned is based upon 35,021,465 shares of common stock outstanding as of June 5, 2014.

(3)

Ms. Antler has served as our employee since November 2006.

(4)

Comprised of (i) 3,850 shares of restricted stock and (ii) 11,616 shares issuable upon exercise of options that are currently exercisable or exercisable within 60 days of June 5, 2014.

(5)

Comprised of shares of restricted stock.

(6)

Comprised of shares issuable upon exercise of options that are currently exercisable or exercisable within 60 days of June 5, 2014.

(7)

Mr. Bachman has served as our employee since December 2013.

(8)

Ms. Bame has served as our employee since April 2013.

(9)

Comprised of (i) 22,300 shares of restricted stock and (ii) 50,000 shares of common stock issuable upon exercise of options that are currently exercisable or exercisable within 60 days of June 5, 2014.

(10)

Comprised of (i) 22,300 shares of restricted stock and (ii) 72,500 shares of common stock issuable upon exercise of options.

(11)

Mr. Bar has served as senior vice president of research and development and chief technical officer of InspireMD Ltd., our wholly owned subsidiary, since February 2011. Prior to that, he served as InspireMD Ltd.’s vice president of research and development beginning in October 2006 and engineering manager beginning in June 2005.

(12)

Comprised of (i) 266,309 shares of common stock, (ii) 29,735 shares of restricted stock and (iii) 108,334 shares of common stock issuable upon exercise of options that are currently exercisable or exercisable within 60 days of June 5, 2014.

(13)

Comprised of (i) 29,735 shares of restricted stock and (ii) 96,670 shares of common stock issuable upon exercise of options.

(14)

Comprised of (i) 266,309 shares of common stock and (ii) 108,334 shares of common stock issuable upon exercise of options that are currently exercisable or exercisable within 60 days of June 5, 2014.

(15)

Dr. Barer has served as our director since July 11, 2011 and as chairman of our board of directors since November 16, 2011.

(16)

Comprised of (i) 1,950,000 shares of common stock and (ii) 891,667 shares of common stock issuable upon exercise of options that are currently exercisable or exercisable within 60 days of June 5, 2014.

(17)

Comprised of shares of common stock issuable upon exercise of options.

(18)

Dr. Barry has served as our director since January 30, 2012.

(19)

Mr. Berman has served as our director since February 7, 2013.

(20)

Comprised of (i) 30,000 shares of common stock and (ii) 41,472 shares of common stock issuable upon exercise of options that are currently exercisable or exercisable within 60 days of June 5, 2014.

(21)

Mr. Blossom has served as our Vice President of Global Marketing and Strategy since September 16, 2014.

(22)

Comprised of (i) 14,870 shares of restricted stock and (ii) 198,335 shares of common stock issuable upon exercise of options.

(23)

Mr. van den Bosch has served as our employee since April 2014.

(24)

Comprised of (i) 16,667 shares of restricted stock and (ii) 33,333 shares of common stock issuable upon exercise of options.

(25)

Mr. Essers has served as our employee since February 2014.

(26)

Comprised of (i) 5,000 shares of restricted stock and (ii) 10,000 shares of common stock issuable upon exercise of options.

(27)

Mr. Fasulo has served as our employee since February 2014.

(28)

Comprised of (i) 10,000 shares of restricted stock and (ii) 20,000 shares of common stock issuable upon exercise of options.

(29)

Mr. Igra has served as our employee since January 2014.

(30)

Ms. Ivensitz has served as our employee since December 2010.

(31)

Comprised of (i) 3,850 shares of restricted stock and (ii) 9,587 shares of common stock issuable upon exercise of options that are currently exercisable or exercisable within 60 days of June 5, 2014.

(32)

Mr. Jeffers has served as our employee consultant since February 2014.

(33)

Mr. Kohen has served as our director of finance since May 2011 and our director of international human resources since January 2014.

(34)

Comprised of (i) 3,500 shares of common stock, (ii) 17,700 shares of restricted stock and (iii) 34,457 shares of common stock issuable upon exercise of options that are currently exercisable or exercisable within 60 days of June 5, 2014.

(35)

Comprised of (i) 3,500 shares of common stock and (ii) 34,457 shares of common stock issuable upon exercise of options that are currently exercisable or exercisable within 60 days of June 5, 2014.

(36)

Mr. Lapping has served as our controller since September 2011.

(37)

Comprised of (i) 3,850 shares of restricted stock and (ii) 10,000 shares of common stock issuable upon exercise of options that are currently exercisable or exercisable within 60 days of June 5, 2014.

(38)

Ms. Lief has served as our employee since February 2014.

(39)

Comprised of (i) 4,100 shares of restricted stock and (ii) 13,333 shares of common stock issuable upon exercise of options.

(40)

Mr. Lotan has served as our employee since October 2009.

(41)

Comprised of (i) 71,016 shares of common stock, (ii) 10,000 shares of restricted stock and (iii) 58,430 shares of common stock issuable upon exercise of options that are currently exercisable or exercisable within 60 days of June 5, 2014.

(42)

Comprised of (i) 71,016 shares of common stock and (ii) 58,430 shares of common stock issuable upon exercise of options that are currently exercisable or exercisable within 60 days of June 5, 2014.

(43)

Mr. Loughlin has served as our director since September 19, 2012.

(44)

Comprised of (i) 15,000 shares of common stock and (ii) 33,333 shares of common stock issuable upon exercise of options that are currently exercisable or exercisable within 60 days of June 5, 2014.

(45)

Mr. MacLeod has served as our employee since April 2014.

(46)

Mr. Meller has served as our employee since November 2013.

(47)

Mr. Milinazzo has served as our president, chief executive officer and director since January 3, 2013.

(48)

Comprised of (i) 646,776 shares of common stock, (ii) 182,725 shares of restricted stock and (iii) 415,816 shares of common stock issuable upon exercise of options that are currently exercisable or exercisable within 60 days of June 5, 2014.

(49)

Comprised of (i) 182,725 shares of restricted stock and (ii) 415,816 shares of common stock issuable upon exercise of options.

(50)

Comprised of (i) 646,776 shares of common stock and (ii) 399,149 shares of common stock issuable upon exercise of options that are currently exercisable or exercisable within 60 days of June 5, 2014.

(51)

Ms. Ohayon has served as our employee since November 2007.

(52)

Comprised of (i) 3,075 shares of restricted stock and (ii) 20,290 shares of common stock issuable upon exercise of options that are currently exercisable or exercisable within 60 days of June 5, 2014.

(53)

Mr. Olson has served as our vice president of global sales and operations since December 1, 2013.

(54)

Mr. Ratini served as vice president of sales and marketing of InspireMD Ltd., our wholly-owned subsidiary, in a full-time capacity from June 2012 through April 2014 and in a part-time capacity from March 2012 through May 2012.

(55)

Mr. Rigla has served as our employee since March 2014.

(56)

Dr. Rogers has served as our director since September 3, 2013.

(57)

Ms. Shlechter has served as our controller since January 2010.

(58)

Comprised of (i) 3,850 shares of restricted stock and (ii) 19,384 shares of common stock issuable upon exercise of options that are currently exercisable or exercisable within 60 days of June 5, 2014.

(59)

Mr. Shore has served as our chief financial officer, secretary and treasurer since March 31, 2011 and our chief administrative officer since May 3, 2013. In addition, since November 10, 2010, Mr. Shore has served as InspireMD Ltd.’s vice president of business development.

(60)

Comprised of (i) 106,735 shares of restricted stock, (ii) currently exercisable warrants to purchase 750 shares of common stock and (iii) 149,639 shares of common stock issuable upon exercise of options that are currently exercisable or exercisable within 60 days of June 5, 2014.

(61)

Comprised of (i) currently exercisable warrants to purchase 750 shares of common stock and (ii) 149,639 shares of common stock issuable upon exercise of options that are currently exercisable or exercisable within 60 days of June 5, 2014.

(62)

Mr. Stuka has served as our director since August 8, 2011.

(63)

Mr. Stuka is the principal and managing member of Osiris Investment Partners, L.P., and, as such, has beneficial ownership of the (i) 745,204 shares of common stock and (ii) currently exercisable warrants to purchase 166,667 shares of common stock held by Osiris Investment Partners, L.P., in addition to personally holding (i) options to purchase 50,000 shares of common stock that are currently exercisable or exercisable within 60 days of June 5, 2014.

(64)

Ms. Withrow has served as our employee since July 2013.

(65)

Comprised of (i) 925 shares of restricted stock and (ii) 1,500 shares of common stock issuable upon exercise of options.

(66)

Mr. Yaacoby has served as our employee since May 2008.

(67)

Comprised of (i) 6,150 shares of restricted stock and (ii) 24,624 shares of common stock issuable upon exercise of options.

(68)

Comprised of (i) 6,150 shares of restricted stock and (ii) 10,000 shares of common stock issuable upon exercise of options.

PLAN OF DISTRIBUTION

Each selling stockholder of the securities and any of its transferees, distributees, pledgees or donees or their successors may, from time to time, sell any or all of their securities covered hereby on the NYSE MKT or any other stock exchange, market or trading facility on which the securities are traded or in private transactions. These sales may be at fixed or negotiated prices. A selling stockholder may use any one or more of the following methods when selling securities:

ordinary brokerage transactions and transactions in which the broker-dealer solicits purchasers;

block trades in which the broker-dealer will attempt to sell the securities as agent but may position and resell a portion of the block as principal to facilitate the transaction;

purchases by a broker-dealer as principal and resale by the broker-dealer for its account;

an exchange distribution in accordance with the rules of the applicable exchange;

privately negotiated transactions;

settlement of short sales entered into after the effective date of the registration statement of which this prospectus is a part;

in transactions through broker-dealers that agree with the selling stockholders to sell a specified number of such securities at a stipulated price per security;

through the writing or settlement of options or other hedging transactions, whether through an options exchange or otherwise;

a combination of any such methods of sale; or

any other method permitted pursuant to applicable law.

If the selling stockholder effects such transactions by selling shares of our common stock to or through underwriters, broker-dealers or agents, such underwriters, broker-dealers or agents may receive commissions in the form of discounts, concessions or commissions from the selling stockholder or commissions from purchasers of our common stock for whom they may act as agent or to whom they may sell as principal (which discounts, concessions or commissions as to particular underwriters, broker-dealers or agents may be in excess of those customary in the types of transactions involved).

From time to time, one or more of the selling stockholders may distribute, devise, gift, pledge, hypothecate or grant a security interest in some or all of the shares of common stock owned by them. Any such distributees, devisees or donees will be deemed to be selling stockholders. Any such pledgees, secured parties or persons to whom the securities have been hypothecated will, upon foreclosure in the event of default, be deemed to be selling stockholders.

The selling stockholder and any broker-dealer participating in the distribution of our common stock may be deemed to be “underwriters” within the meaning of the Securities Act of 1933, as amended, and any commission paid, or any discounts or concessions allowed to, any such broker-dealer may be deemed to be underwriting commissions or discounts under the Securities Act of 1933, as amended. At the time a particular offering of the securities is made, a prospectus supplement, if required, will be distributed which will set forth the aggregate amount of securities being offered and the terms of the offering, including the name or names of any broker-dealers or agents, any discounts, commissions and other terms constituting compensation from the selling stockholder and any discounts, commissions or concessions allowed, reallowed or paid to broker-dealers.

The selling stockholder may choose not to sell any or may choose to sell less than all of our common stock registered pursuant to the registration statement, of which this reoffer prospectus forms a part.

The selling stockholder and any other person participating in such distribution will be subject to applicable provisions of the Securities Exchange Act of 1934, as amended, and the rules and regulations thereunder, including, without limitation, Regulation M, which may limit the timing of purchases and sales of any of the shares of common stock by the selling stockholder and any other participating person. Regulation M may also restrict the ability of any person engaged in the distribution of the shares of common stock to engage in market-making activities with respect to the shares of common stock. All of the foregoing may affect the marketability of the common stock and the ability of any person or entity to engage in market-making activities with respect to the shares of our common stock.

We will pay the expenses of the registration of our common stock sold by the selling stockholders, including, without limitation, Securities and Exchange Commission filings fees, compliance with state securities or “blue sky” laws; provided, however, that the selling stockholder will pay all underwriting discounts and selling commissions, if any. As and when we are required to update this reoffer prospectus, we may incur additional expenses.

Once sold under the registration statement, of which this reoffer prospectus forms a part, our common stock will be freely tradable in the hands of persons other than our affiliates. We have notified the selling stockholders of the need to deliver a copy of this reoffer prospectus in connection with any sale of the shares.

In order to comply with certain state securities laws, if applicable, the shares may be sold in such jurisdictions only through registered or licensed brokers or dealers. In certain states, the shares may not be sold unless the shares have been registered or qualified for sale in such state or an exemption from regulation or qualification is available and is complied with. Sales of shares must also be made by the selling stockholders in compliance with all other applicable state securities laws and regulations.

In addition to any shares sold hereunder, selling stockholders may, at the same time, sell any shares of common stock owned by them in compliance with all of the requirements of Rule 144, regardless of whether such shares are covered by this reoffer prospectus.

LEGAL MATTERS

Haynes and Boone, LLP, New York, New York, has passed upon the validity of the shares of our common stock offered by the selling stockholders under this prospectus.

EXPERTS

The financial statements incorporated in this prospectus by reference to the Transition Report on Form 10-KT for the six month period ended December 31, 2013 and the two years ended June 30, 2013 have been so incorporated in reliance on the report of Kesselman & Kesselman C.P.A.s, a member firm of PricewaterhouseCoopers International Limited, an independent registered public accounting firm, given on the authority of said firm as experts in auditing and accounting.

INCORPORATION OF CERTAIN INFORMATION BY REFERENCE

The Securities and Exchange Commission allows us to “incorporate by reference” the information we have filed with it, which means that we can disclose important information to you by referring you to those documents. The information we incorporate by reference is an important part of this prospectus, and later information that we file with the Securities and Exchange Commission will automatically update and supersede this information. We incorporate by reference the documents listed below and any future documents we file with the Securities and Exchange Commission pursuant to Sections l3(a), l3(c), 14 or l5(d) of the Securities Exchange Act of 1934, as amended, subsequent to the date of this prospectus and prior to the termination of the offering (excluding, in either case, information furnished pursuant to Items 2.02 and 7.01 of Form 8-K):

Our Transition Report on Form 10-KT for the six month period ended December 31, 2013, filed with the Securities and Exchange Commission on February 26, 2014;

Our Quarterly Report on Form 10-Q for the quarter ended March 31, 2014, filed with the Securities and Exchange Commission on May 7, 2014;

Our Current Report on Form 8-K, filed with the Securities and Exchange Commission on February 4, 2014;

Our Current Report on Form 8-K, filed with the Securities and Exchange Commission on February 5, 2014;

Our Current Report on Form 8-K, filed with the Securities and Exchange Commission on February 18, 2014;

Our Current Report on Form 8-K, filed with the Securities and Exchange Commission on March 21, 2014;

Our Current Report on Form 8-K, filed with the Securities and Exchange Commission on April 30, 2014;

Our Current Report on Form 8-K, filed with the Securities and Exchange Commission on May 8, 2014;

Our Current Report on Form 8-K, filed with the Securities and Exchange Commission on May 20, 2014;

The description of our common stock, which is contained in our registration statement on Form 8-A, filed with the Securities and Exchange Commission on March 12, 2013, as updated or amended in any amendment or report filed for such purpose.

All filings filed by us pursuant to the Securities Exchange Act of 1934, as amended, after the date of the initial filing of this amendment to the registration statement and prior to the effectiveness of such amendment (excluding information furnished pursuant to Items 2.02 and 7.01 of Form 8-K) shall also be deemed to be incorporated by reference into the prospectus.

WHERE YOU CAN FIND MORE INFORMATION

We are subject to the informational requirements of the Securities Exchange Act of 1934, as amended, and in accordance therewith file annual, quarterly and current reports, proxy statements and other information with the Securities and Exchange Commission. Such reports, proxy statements and other information can be read and copied at the Securities and Exchange Commission’s public reference facilities at 100 F Street, N.E., Washington, D.C. 20549, at prescribed rates. Please call the Securities and Exchange Commission at 1-800-732-0330 for further information on the operation of the public reference facilities. In addition, the Securities and Exchange Commission maintains a website that contains reports, proxy and information statements and other information regarding registrants that file electronically with the Securities and Exchange Commission. The address of the Securities and Exchange Commission’s website is www.sec.gov.

We make available free of charge on or through our website at www.inspire-md.com, our Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q, Current Reports on Form 8-K and amendments to those reports filed or furnished pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended, as soon as reasonably practicable after we electronically file such material with or otherwise furnish it to the Securities and Exchange Commission. Information on our website is not incorporated by reference in this prospectus and is not a part of this prospectus.

We will provide without charge to each person to whom a copy of this prospectus is delivered, upon written or oral request, a copy of any or all of the information that has been incorporated by reference in this prospectus but not delivered with this prospectus (other than an exhibit to these filings, unless we have specifically incorporated that exhibit by reference in this prospectus). Any such request should be addressed to us at: 321 Columbus Avenue, Boston, Massachusetts 02116, Attention: Craig Shore, Chief Financial Officer or by phone at (857) 453-6553.

InspireMD, Inc.

1,848,103 Shares of Common Stock

PROSPECTUS

PART II

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3. Incorporation of Documents by Reference

The Securities and Exchange Commission allows us to “incorporate by reference” the information we have filed with it, which means that we can disclose important information to you by referring you to those documents. The information we incorporate by reference is an important part of this registration statement, and later information that we file with the Securities and Exchange Commission will automatically update and supersede this information. We incorporate by reference the documents listed below and any future documents we file with the Securities and Exchange Commission pursuant to Sections l3(a), l3(c), 14 or l5(d) of the Securities Exchange Act of 1934, as amended, subsequent to the date of this registration statement and prior to the termination of the offering (excluding, in either case, information furnished pursuant to Items 2.02 and 7.01 of Form 8-K):