EQUITY

9 Months Ended

Sep. 30, 2024

Equity [Abstract]

EQUITY

NOTE 6 - EQUITY:

1) Exercise of Series H Warrant

The Series H Warrants have a term of the earlier of (i) five years from the date of issuance and (ii) (A) 20 trading days following the Company’s public release of primary and secondary end points related to one year follow up study results from the Company’s C-GUARDIANS pivotal trial.

Following the announcement on May 28, 2024 of the one year follow up study results from the Company’s C-GUARDIANS pivotal trial, the Series H warrants for the purchase of 12,914,086 shares of common stock were exercised in full into 292,996 shares of common stock and pre-funded warrants exercisable into 12,621,090 shares of common stock. The net proceeds to the Company from the exercise of the Series H warrants were $16.9 million after deduction of placement agent fees of $1 million. The Series H warrants, each exercisable at $1.3827 per share of common stock and $1.3826 per pre-funded warrant, were issued as part of the private placement financing that the Company consummated on May 15, 2023.

2) ATM Offering

The Company maintains an at-the-market (“ATM”) facility with Piper Sandler & Co. (“Piper”) pursuant to an Equity Distribution Agreement entered into in May 2024. In accordance with the agreement, the Company is entitled, at its sole discretion, to offer and sell through or to Piper Sandler, acting as a sales agent, shares of its common stock having an aggregate offering price of up to $17.0 million throughout the period during which the ATM facility remains in effect. The Company has agreed to pay Piper a commission of 3.0% of the gross proceeds from the sale of shares of common stock under the ATM facility. As of nine months ended September 30, 2024, 12,961 shares of common stock have been sold under the ATM program for total gross proceeds of approximately $35 thousand and total fees of approximately $1 thousand.

3) During the nine months ended September 30, 2024, the Company issued a total of 1,728,382 shares of its common stock in connection with the exercise of Pre-Funded Warrants to purchase 1,728,390 shares of common stock of which 200,000 Pre-Funded were exercised to 199,992 shares of its common stock on a cashless basis. As of September 30, 2024, there are Pre-Funded Warrants to purchase an aggregate of 26,147,323 shares of common stock outstanding.

4) As of September 30, 2024, there were 1,718 shares of Series C Preferred Stock outstanding, convertible into an aggregate of 7,952 shares of the company’s common stock with a total stated value of $10,997.

5) As of September 30, 2024, the Company has outstanding warrants to purchase an aggregate of 40,268,464 shares of common stock as follows:

	Number of underlying Common stock		Exercise price		Expiration date
Series F Warrants		433,878	$	7.4250		June 5, 2025-October 16, 2025
Series G Warrants		1,092,344	$	10.230		February 8, 2026
Series I Warrants		12,914,078	$	1.3827		*
Series J Warrants		12,914,086	$	1.3827		*
Series K Warrants		12,914,078	$	1.3827		*
Total Warrants		40,268,464

* The Warrants have a term of the earlier of (i) May 15, 2028 and (ii) (A) in the case of the Series I Warrants, 20 trading days following the Company’s announcement of receipt of Premarket Approval from the Food and Drug Administration (“FDA”) for the CGuard Prime Carotid Stent System (135 cm), (B) in the case of the Series J Warrants, 20 trading days following the Company’s announcement of receipt of FDA approval for the SwitchGuard and CGuard Prime 80 and (C) in the case on the Series K Warrants, 20 trading days following the end of the fourth fiscal quarter after the fiscal quarter in which the first commercial sales of the CGuard Carotid Stent System in the United States begins.

During the nine months ended September 30, 2024, a total of 213,458 warrants expired.

6) As of September 30, 2024, the Company had 155,000,000 authorized shares of capital stock, par value $0.0001 per share, of which 150,000,000 are shares of common stock and 5,000,000 are shares of “blank check” preferred stock.

7)	On September 30, 2024, the compensation committee of the Company’s board of directors of approved the InspireMD, Inc. 2024 Inducement Plan (the “2024 Inducement Plan”) to be used exclusively for grants of equity-based awards to individuals who were not previously employees or directors of the Company, as an inducement material to the individual’s entry into employment with the Company.
8)	During the nine months ended September 30, 2024, the Company granted 1,944,603 restricted shares of the Company’s common stock to employees and directors. The shares to employees are subject to a three-year vesting period, with one-third of such awards vesting each year. The shares to directors are subject to a one-year vesting period.

The fair value of the above restricted shares was approximately $5.83 million.

9) During the nine months ended September 30, 2024, the Company granted 563,499 restricted share units of the Company’s common stock to the chief executive officer (CEO). The shares are subject to a three-year vesting period, with one-third of such awards vesting each year.

The fair value of the above restricted share units was approximately $1.77 million.

10) During the nine months ended September 30, 2024, the Company granted to employees and directors options to purchase a total of 761,114 shares of the Company’s common stock. The options have exercise prices ranging from $2.44-$3.14 per share, which was the fair market value of the Company’s common stock on the respective dates of the grant. The options to employees are subject to a three-year vesting period, with one-third of such awards vesting each year. The options to directors are subject to a one-year vesting period.

In calculating the fair value of the above options, the Company used the following assumptions: dividend yield of 0% and expected term of 5.5-6.5 years; expected volatility ranging from 93.18%-119.38%; and risk-free interest rate ranging from 3.93%-4.44%.

The fair value of the above options, using the Black-Scholes option-pricing model, was approximately $1.94 million.

11) On April 1, 2024, the Company granted to consultants options to purchase a total of 125,000 shares of the Company’s common stock. The options have an exercise price of $2.37 per share, which was the fair market value of the Company’s common stock on the date of the grant. 25,000 options are subject to a two-year vesting period (of which 12,500 options are vesting in the first year and 12,500 options are vesting in the second year) and 100,000 options with performance conditions related to clinical activities.

In calculating the fair value of the above options, the Company used the following assumptions: dividend yield of 0%; expected volatility ranging from 96.01%-100.76%; and risk-free interest rate ranging from 4.33%-4.34%.

The fair value of the above options, using the Black-Scholes option-pricing model, was $233,169.