0000902664-25-005052.txt : 20251114 0000902664-25-005052.hdr.sgml : 20251114 20251114162226 ACCESSION NUMBER: 0000902664-25-005052 CONFORMED SUBMISSION TYPE: SCHEDULE 13G/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20251114 DATE AS OF CHANGE: 20251114 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: InspireMD, Inc. CENTRAL INDEX KEY: 0001433607 STANDARD INDUSTRIAL CLASSIFICATION: SURGICAL & MEDICAL INSTRUMENTS & APPARATUS [3841] ORGANIZATION NAME: 08 Industrial Applications and Services EIN: 262123838 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SCHEDULE 13G/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-86184 FILM NUMBER: 251486778 BUSINESS ADDRESS: STREET 1: 6303 WATERFORD DISTRICT DRIVE STREET 2: SUITE 215 CITY: MIAMI STATE: FL ZIP: 33126 BUSINESS PHONE: (888) 776-6804 MAIL ADDRESS: STREET 1: 6303 WATERFORD DISTRICT DRIVE STREET 2: SUITE 215 CITY: MIAMI STATE: FL ZIP: 33126 FORMER COMPANY: FORMER CONFORMED NAME: Saguaro Resources, Inc. DATE OF NAME CHANGE: 20080428 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: MARSHALL WACE, LLP CENTRAL INDEX KEY: 0001318757 ORGANIZATION NAME: EIN: 000000000 STATE OF INCORPORATION: X0 FISCAL YEAR END: 0930 FILING VALUES: FORM TYPE: SCHEDULE 13G/A BUSINESS ADDRESS: STREET 1: GEORGE HOUSE STREET 2: 131 SLOANE STREET CITY: LONDON STATE: X0 ZIP: SW1X 9AT BUSINESS PHONE: 44-207-316-2251 MAIL ADDRESS: STREET 1: GEORGE HOUSE STREET 2: 131 SLOANE STREET CITY: LONDON STATE: X0 ZIP: SW1X 9AT FORMER COMPANY: FORMER CONFORMED NAME: Marshall Wace LLP DATE OF NAME CHANGE: 20050223 SCHEDULE 13G/A 1 primary_doc.xml SCHEDULE 13G/A 0001318757 XXXXXXXX LIVE 1 Common Stock, par value $0.0001 per share 09/30/2025 0001433607 InspireMD, Inc. 45779A846 6303 WATERFORD DISTRICT DRIVE SUITE 215 MIAMI FL 33126 Rule 13d-1(b) MARSHALL WACE, LLP b X0 0.00 28103699.00 0.00 28103699.00 28103699.00 N 9.99 IA PN Includes 26,243,294 shares of Common Stock (as defined in Item 2(a)) issuable upon exercise of warrants (the "Warrants"). As more fully described in Item 4, the Warrants are subject to a 9.99% blocker (the "9.99% Blocker"), and the percentage set forth in Row (11) gives effect to such 9.99% Blocker. However, as more fully described in Item 4, the shares of Common Stock reported as being issuable upon exercise of Warrants in Rows (6), (8) and (9) include the number of shares of Common Stock that would be issuable upon full exercise of the Warrants and does not give effect to such 9.99% Blocker. Therefore, the actual number of shares of Common Stock beneficially owned by such Reporting Person, after giving effect to such 9.99% Blocker, is less than the number of shares of Common Stock reported in Rows (6), (8) and (9) to be issuable upon exercise of the Warrants. InspireMD, Inc. 6303 WATERFORD DISTRICT DRIVE, SUITE 215, MIAMI, FL 33126 This statement is filed by: Marshall Wace LLP, a limited liability partnership formed in England (the "Investment Manager" or, the "Reporting Person"), with respect to the shares of common stock, par value $0.0001 per share (the "Common Stock ") of InspireMD, Inc. (the "Company") directly held by certain funds and accounts (the "MW Funds") to which it acts as investment manager. The Investment Manager acts as investment manager to the MW Funds. The Investment Manager has delegated certain authority for US operations and trading to Marshall Wace North America L.P., an investment adviser registered under Section 203 of the Investment Advisers Act of 1940. The filing of this statement should not be construed as an admission that any of the foregoing persons is, for the purposes of Section 13 of the Securities Exchange Act of 1934, the beneficial owner of the Class A Ordinary Shares reported herein. The original Schedule 13G filed with the Securities and Exchange Commission with respect to the shares of Common Stock held by the MW Funds was filed by Marshall Wace North America L.P. (CIK 0001325091). Going forward, the beneficial ownership of the securities held by the MW Funds will be reported by the Reporting Person. The address of the business office of each of the Reporting Persons is George House, 131 Sloane Street, London, SW1X 9AT, UK. The Investment Manager is a limited liability partnership formed in England. N FI The Investment Manager is an investment manager, authorized and regulated by the Financial Conduct Authority in the United Kingdom which is comparable to the regulatory scheme applicable to the investment advisers covered by Item 3(e) above. The information required by Item 4(a) is set forth in Row (9) of the cover page for each of the Reporting Persons and is incorporated herein by reference. The percentage set forth in this Schedule 13G is calculated based upon an aggregate of 41,720,662 shares of Common Stock outstanding as of August 4, 2025, as reported in the Company's Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2025, filed with the Securities and Exchange Commission on August 4, 2025, and assumes the exercise of the Warrants held by the MW Funds, subject to the 9.99% Blocker (as defined below). Pursuant to the terms of the Warrants, the Reporting Persons cannot exercise any of the Warrants to the extent the Reporting Persons would beneficially own, after any such exercise, more than 9.99% of the outstanding Common Stock (the "9.99% Blocker") and the percentage set forth in Row (11) of the cover page for each of the Reporting Persons gives effect to the 9.99% Blocker. Consequently, as of the date of the event which requires the filing of this statement, the Reporting Persons are not able to exercise all of such Warrants due to the 9.99% Blocker. 9.99% The information required by Item 4(c)(i) is set forth in Row (5) of the cover page for each of the Reporting Persons and is incorporated herein by reference. The information required by Item 4(c)(ii) is set forth in Row (6) of the cover page for each of the Reporting Persons and is incorporated herein by reference. The information required by Item 4(c)(iii) is set forth in Row (7) of the cover page for each of the Reporting Persons and is incorporated herein by reference. The information required by Item 4(c)(iv) is set forth in Row (8) of the cover page for each of the Reporting Persons and is incorporated herein by reference. Y N See Item 2(a) above. MW XO Health Innovations Fund LP, a MW Fund, has the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, more than 5 percent of the outstanding shares of Common Stock. Y Y Y N By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were acquired and are held in the ordinary course of business and were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under ?? 240.14a-11. By signing below I certify that, to the best of my knowledge and belief, the foreign regulatory scheme applicable to Marshall Wace LLP is substantially comparable to the regulatory scheme applicable to the functionally equivalent U.S. institution(s). I also undertake to furnish to the Commission staff, upon request, information that would otherwise be disclosed in a Schedule 13D. MARSHALL WACE, LLP /s/ Jon May 11/14/2025