| Item 1. | |
| (a) | Name of issuer:
InspireMD, Inc. |
| (b) | Address of issuer's principal executive offices:
6303 WATERFORD DISTRICT DRIVE, SUITE 215, MIAMI, FLORIDA 33126 |
| Item 2. | |
| (a) | Name of person filing:
This statement is filed by:
(i) Velan Capital Master Fund LP, an exempted limited partnership organized under the laws of the Cayman Islands ("Velan Master"), with respect to the shares of Common Stock, par value $0.0001 per share (the "Shares"), directly and beneficially owned by it;
(ii) Velan Capital Holdings LLC, a Delaware limited liability company ("Velan GP"), as the general partner of Velan Master;
(iii) Velan Capital Investment Management LP, a Delaware limited partnership ("Velan Capital"), as the investment manager of Velan Master;
(iv) Velan Capital Management LLC, a Delaware limited liability company ("Velan IM GP"), as the general partner of Velan Capital;
(v) Adam Morgan, as a Managing Member of each of Velan GP and Velan IM GP; and
(vi) Balaji Venkataraman, as a Managing Member of each of Velan GP and Velan IM GP.
Each of the foregoing is referred to as a "Reporting Person" and collectively as the "Reporting Persons." |
| (b) | Address or principal business office or, if none, residence:
The address of the principal office of Velan Master is 89 Nexus Way, Camana Bay, Grand Cayman KY1-9009, Cayman Islands. The address of the principal office of each of Velan GP, Velan Capital, Velan IM GP and Messrs. Morgan and Venkataraman is 100 North Main Street, Suite 301, Alpharetta, Georgia 30009. |
| (c) | Citizenship:
Velan Master is organized under the laws of the Cayman Islands. Velan GP, Velan Capital and Velan IM GP are organized under the laws of the State of Delaware. Messrs. Morgan and Venkataraman are citizens of the United States of America. |
| (d) | Title of class of securities:
Common Stock, par value $0.0001 per share |
| (e) | CUSIP No.:
45779A846 |
| Item 3. | If this statement is filed pursuant to §§ 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a: |
| (a) |  Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o);
|
| (b) | Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);
|
| (c) | Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);
|
| (d) | Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);
|
| (e) | An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E);
|
| (f) | An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F);
|
| (g) | A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);
|
| (h) | A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
|
| (i) | A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);
|
| (j) | A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J). If filing as a non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J),
please specify the type of institution:
|
| (k) | Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K).
|
| | |
| Item 4. | Ownership |
| (a) | Amount beneficially owned:
As of the date hereof:
(i) Velan Master directly beneficially owns 2,143,698 Shares. In addition, Velan Master directly owns: (i) Series J Warrants exercisable into 452,015 Shares, which are subject to a 4.99% beneficial ownership limitation, (ii) Series K Warrants exercisable into 452,014 Shares, which are subject to a 4.99% beneficial ownership limitation and (iii) Pre-funded Warrants exercisable into 904,029 Shares, which are subject to a 4.99% beneficial ownership limitation (collectively, the "Warrants"). Due to the respective beneficial ownership limitations, the Shares issuable upon the exercise of the Warrants have been excluded from Velan Master's beneficial ownership reported herein.
(ii) Velan GP, as the general partner of Velan Master, may be deemed to beneficially own the 2,143,698 Shares beneficially owned directly by Velan Master;
(iii) Velan Capital, as the investment manager of Velan Master, may be deemed to beneficially own the 2,143,698 Shares beneficially owned directly by Velan Master;
(iv) Velan IM GP, as the general partner of Velan Capital, may be deemed to beneficially own the 2,143,698 Shares beneficially owned directly by Velan Master;
(v) Mr. Morgan, as a Managing Member of each of Velan GP and Velan IM GP, may be deemed to beneficially own the 2,143,698 Shares beneficially owned directly by Velan Master; and
(vi) Mr. Venkataraman, as a Managing Member of each of Velan GP and Velan IM GP, may be deemed to beneficially own the 2,143,698 Shares beneficially owned directly by Velan Master.
The filing of this Schedule 13G shall not be construed as an admission that the Reporting Persons are, for purposes of Section 13(d) of the Securities Exchange Act of 1934, as amended, the beneficial owners of any securities of the Issuer that he or it does not directly own. Each of the Reporting Persons specifically disclaims beneficial ownership of the securities reported herein that he or it does not directly own. |
| (b) | Percent of class:
The following percentages are based on 41,720,662 Shares outstanding as of August 4, 2025, which is the total number of Shares outstanding as reported in the Issuer's Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on August 4, 2025.
As of the date hereof, (i) Velan Master beneficially owns approximately 5.1% of the outstanding Shares, (ii) Velan GP may be deemed to beneficially own approximately 5.1% of the outstanding Shares, (iii) Velan Capital may be deemed to beneficially own approximately 5.1% of the outstanding Shares, (iv) Velan IM GP may be deemed to beneficially own approximately 5.1% of the outstanding Shares, (v) Mr. Morgan may be deemed to beneficially own approximately 5.1% of the outstanding Shares and (vi) Mr. Venkataraman may be deemed to beneficially own approximately 5.1% of the outstanding Shares. |
| (c) | Number of shares as to which the person has:
|
| | (i) Sole power to vote or to direct the vote:
See Cover Pages Items 5-9.
|
| | (ii) Shared power to vote or to direct the vote:
See Cover Pages Items 5-9.
|
| | (iii) Sole power to dispose or to direct the disposition of:
See Cover Pages Items 5-9.
|
| | (iv) Shared power to dispose or to direct the disposition of:
See Cover Pages Items 5-9.
|
| Item 5. | Ownership of 5 Percent or Less of a Class. |
| | |
| Item 6. | Ownership of more than 5 Percent on Behalf of Another Person. |
| |
Not Applicable
|
| Item 7. | Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person. |
| |
Not Applicable
|
| Item 8. | Identification and Classification of Members of the Group. |
| |
If a group has filed this schedule pursuant to §240.13d-1(b)(1)(ii)(K), so indicate under Item 3(k) and attach an exhibit stating the identity and Item 3 classification of each member of the group. If a group has filed this schedule pursuant to §240.13d-1(c) or §240.13d-1(d), attach an exhibit stating the identity of each member of the group.
See Exhibit 99.1. |
| Item 9. | Notice of Dissolution of Group. |
| |
Not Applicable
|
Rule 13d-1(c)