EQUITY

9 Months Ended

Sep. 30, 2025

Equity [Abstract]

EQUITY

NOTE 6 - EQUITY:

a.	As of September 30, 2025, 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.
b.	As of September 30, 2025, there are 44,092,107 outstanding pre-funded warrants. Prior to June 30, 2025, pre-funded warrants were exercised on a cashless basis; from July 1, 2025 through September 30, 2025, pre-funded warrants were exercised for cash.
c.	As of September 30, 2025, the Company has outstanding warrants to purchase an aggregate of 26,935,323 shares of common stock as follows:

	Number of underlying Common stock		Exercise price		Expiration date
Series F Warrants		14,815	$	7.4250	October 16, 2025
Series G Warrants		1,092,344	$	10.230	February 8, 2026
Series J Warrants		12,914,086	$	1.3827	*
Series K Warrants		12,914,078	$	1.3827	*
Total Warrants		26,935,323

* The Series J Warrants and Series K Warrants have a term of the earlier of (i) May 15, 2028 and (ii) (A) 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 (B) 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.   On October 16, 2025, a total of 14,815 Series F warrants expired.   d. Exercise of Series I Warrant   Following the Company’s announcement on June 24, 2025, that the FDA approved the PMA of the CGuard Prime Carotid Stent System in the United States, and as of September 30, 2025, an aggregate of 12,914,078 Series I Warrants were exercised into 2,352,393 shares of common stock at an exercise price of $1.3827 per share and 10,561,685 pre- funded warrants at an exercise price of $1.3826 per pre-funded warrant, resulting in gross proceeds of approximately $17,855 thousand dollars. After deducting issuance costs of $1,000 thousand, the net proceeds amounted to approximately $16,855 thousand.   e. Private Placement   On July 30, 2025, the Company entered into a securities purchase agreement (the “Purchase Agreement”) with investors pursuant to which the Company issued and sold in a private placement (the “Private Placement Offering) of an aggregate of 6,791,380 shares (the “Private Placement Shares”) of the Company’s common stock, and pre-funded warrants (the “Pre-Funded Warrants”) to purchase up to 9,764,804 shares of common stock, at an offering price of $2.42 per Private Placement Share and $2.4199 per Pre-Funded Warrant. The Pre-Funded Warrants are immediately exercisable at an exercise price of $0.0001 per share and will not expire until exercised in full. The Private Placement Offering resulted in gross proceeds to the Company of approximately $40.1 million and closed on August 1, 2025. The issuance costs amounted to $3,084 thousand.   f. During the nine months ended September 30, 2025, 718,913 shares of common stock have been sold under the ATM program for total gross proceeds of approximately $1.8 million and total fees of approximately $64 thousand.

INSPIREMD, INC.

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

g.	As of September 30, 2025, 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.
h.	During the nine months ended September 30, 2025, the Company granted 3,303,618 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 $8.69 million.

During the nine months ended September 30, 2025, the Company granted 558,417 restricted share units of the Company’s common stock to the chief executive officer. 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 $1.54 million.

During the nine months ended September 30, 2025, the Company granted to employees and directors options to purchase a total of 1,092,851 shares of the Company’s common stock. The options have exercise prices ranging from $2.24-$2.79 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 75.74%-92.69%; and risk-free interest rate ranging from 3.89%-4.68%.

The fair value of the above options, using the Black-Scholes option-pricing model, was approximately $2.18 million.