EQUITY

12 Months Ended

Dec. 31, 2025

Equity [Abstract]

EQUITY

NOTE 8 – EQUITY

a. Stockholders’ Equity

1. Share capital and listing

The Company’s authorized share capital consists of common stock and preferred stock. The Company’s shares of common stock are listed on the Nasdaq Capital Market.

2. May 2023 private placement financing

In May 2023, the Company entered into a securities purchase agreement pursuant to which it issued and sold in a private placement offering (the “May 2023 Private Placement Offering”) shares of its common stock, pre-funded warrants to purchase shares of common stock (the “May 2023 Pre-Funded Warrants”), Series H warrants to purchase shares of common stock (the “Series H Warrants”), Series I warrants to purchase shares of common stock (the “Series I Warrants”), Series J warrants to purchase shares of common stock (the “Series J Warrants”) and Series K warrants to purchase shares of common stock (the “Series K Warrants” and together with the Series H Warrants, Series I Warrants and Series J Warrants, the “May 2023 Warrants”). The May 2023 Private Placement Offering closed on May 16, 2023 and resulted in aggregate gross proceeds of approximately $42.2 million. Fees payable to the placement agent and other offering expenses amounted to approximately $4.6 million, resulting in net proceeds to the Company of approximately $37.6 million.

The May 2023 Pre-Funded Warrants are immediately exercisable at an exercise price of $0.0001 per share and will not expire until they are exercised in full. The May 2023 Warrants are immediately exercisable upon issuance at an exercise price of $1.3827 per share. The May 2023 Warrants have a term of the earlier of (i) five years from the date of issuance and (ii) (A) in the case of the Series H Warrants, 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, (B) in the case of the Series I Warrants, 20 trading days following the Company’s announcement of receipt of PMA from the FDA, for CGuard Prime (135 cm), (C) in the case of the Series J Warrants, 20 trading days following the Company’s announcement of receipt of FDA approval for SwitchGuard and CGuard Prime 80 cm and (D) 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 CGuard Prime in the U.S. begin. The May 2023 Warrants may be exercised on a cashless basis if there is no effective registration statement registering the shares underlying the warrants.

3. Exercise of Series H Warrant

Following the Company’s announcement on May 28, 2024 of the one-year follow-up study results from the Company’s C-GUARDIANS pivotal trial, which constituted the applicable contractual milestone under the Series H Warrants, the Series H Warrants 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 exercise resulted in gross proceeds of approximately $17.9 million. After deduction of placement agent fees and other issuance costs of approximately $1.0 million, net proceeds to the Company amounted to approximately $16.9 million.

4. Exercise of Series I Warrant

Following the Company’s announcement on June 24, 2025 that the FDA approved the PMA of CGuard Prime in the U.S., which constituted the applicable contractual milestone under the Series I Warrants, the Series I Warrants were exercised in full 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. The exercise resulted in gross proceeds of approximately $17.9 million. After deduction of issuance costs of approximately $1.0 million, net proceeds to the Company amounted to approximately $16.9 million.

INSPIREMD, INC.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (continued)

5. August 2025 private placement financing

On July 30, 2025, the Company entered into a securities purchase agreement with investors pursuant to which it issued and sold in a private placement offering (the “August 2025 Private Placement Offering”) an aggregate of 6,791,380 shares of common stock and pre-funded warrants to purchase up to 9,764,804 shares of common stock, at an offering price of $2.42 per share and $2.4199 per pre-funded warrant (the “August 2025 Pre-Funded Warrants”). The August 2025 Private Placement Offering closed on August 1, 2025. The August 2025 Pre-Funded Warrants are immediately exercisable at an exercise price of $0.0001 per share and will not expire until exercised in full. The August 2025 Private Placement Offering resulted in gross proceeds to the Company of approximately $40.1 million. Issuance costs amounted to approximately $3.1 million.

6. Pre-funded warrants

During the years ended December 31, 2025 and 2024, the Company issued 3,381,651 and 1,728,382 shares of its common stock, respectively, in connection with the exercise of pre-funded warrants originally issued in the May 2023 Private Placement Offering and August 2025 Private Placement Offering. As of December 31, 2025, and 2024, pre-funded warrants to purchase an aggregate of 43,092,107 and 26,147,323 shares of common stock, respectively, were outstanding.

7. Preferred stock

As of December 31, 2025 and 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 an aggregate stated value of $10,997.

8. At-the-market equity offering

On May 31, 2024, the Company entered into an at-the-market equity distribution agreement with Piper Sandler & Co., pursuant to which the Company was initially able to offer and sell shares of its common stock having an aggregate offering price of up to $17.0 million. On April 10, 2025, the Company amended the agreement to increase the aggregate offering capacity to $75.0 million, exclusive of any prior sales made under the facility. During the years ended December 31, 2025 and 2024, the Company issued 718,913 and 647,277 shares of common stock, respectively, under the at-the-market facility. Net proceeds to the Company from these issuances amounted to approximately $1.7 million and $1.6 million for the years ended December 31, 2025 and 2024, respectively, after deduction of issuance costs of $64 and $81 thousand for the years ended December 31, 2025, and 2024, respectively.

INSPIREMD, INC.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (continued)

9. Outstanding warrants

As of December 31, 2025, the Company had outstanding warrants to purchase an aggregate of 26,920,508 shares of common stock, as follows:

	Number of underlying Common stock		Exercise price		Expiration date
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		26,920,508

* 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 cm 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 CGuard Prime in the U.S. begins.   During the years ended December 31, 2025 and 2024, a total of 433,878 and 213,458 warrants expired unexercised, respectively.

On February 8, 2026, a total of 1,092,344 Series G warrants expired unexercised.

b. Share-Based Compensation

1) Equity Incentive Plans

2021 Equity Incentive Plan

On September 30, 2021, at the Company’s 2021 annual meeting of stockholders, the Company’s stockholders approved the 2021 Equity Incentive Plan.

The Company’s 2021 Equity Incentive Plan provides for the granting of incentive stock options, non-qualified stock options, stock appreciation rights, restricted stock, restricted stock units, performance awards, dividend equivalent rights, and other awards, which may be granted singly, in combination, or in tandem.

As of December 31, 2025, the Company had 5,098,395 shares of common stock available for future issuance under the 2021 Equity Incentive Plan.

2024 Inducement Plan

On September 30, 2024, the compensation committee of the Company’s board of directors 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.

As of December 31, 2025, the Company had 703,315 shares of common stock available for future issuance under the 2024 Inducement Plan.

2) Stock Options – Employees

The following table summarizes information about stock options granted to employees:

	Year ended December 31
	2025
	Number of options			Weighted average exercise price
Outstanding - beginning of the year		2,154,143			2.76
Granted		1,119,127			2.63
Forfeited		(79,541	)		3.25
Outstanding- end of year		3,193,729			2.70
Exercisable at the end of the year		1,612,755			2.79

INSPIREMD, INC.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (continued)

3) Stock Options – Non-Employees

The following table summarizes information about stock options granted to non-employees:

	Year ended December 31
	2025
	Number of options		Weighted average exercise price
Outstanding - beginning of the year		916,669		2.10
Granted		-		-
Outstanding - end of year		916,669		2.10
Exercisable at the end of the year		639,003		2.19

4) Restricted Stock – Employees and non-employees

The following table summarizes information about restricted stock granted to employees and non-employees:

	Year ended December 31
	2025
		Number of restricted stock
Outstanding - beginning of the year		4,073,966
Granted		3,933,081
Forfeited		(256,170	)
Vested		(2,573,691	)
Outstanding - end of the year		5,177,186

5) Restricted Stock Units (RSUs) – Employees

The following table summarizes information about RSUs granted to employees:

	Year ended December 31
	2025
	Number of RSUs
Outstanding - beginning of the year		1,845,727
Granted		558,417
Outstanding - end of the year		2,404,144

INSPIREMD, INC.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (continued)

6) Options Outstanding and Exercisable

The following table provides additional information about all options outstanding and exercisable:

		Outstanding as of December 31, 2025
Exercise price		Options outstanding		Weighted average remaining contractual life (years)		Options exercisable
$	1.15-3.14		3,772,718		6.98		1,926,991
$	3.30-4.12		181,352		5.28		168,439
$	4.95-10.05		152,275		4.27		152,275
$	16.50		4,053		4.01		4,053
			4,110,398		6.80		2,251,758

The weighted average of the remaining contractual life of total vested and exercisable options as of December 31, 2025 was 5.53 years.

The aggregate intrinsic value of the total exercisable options as of December 31, 2025 was approximately $46 thousand.

7) Fair Value of Awards

The weighted average fair value of options granted to employees was $1.96 and $2.54 for the years ended December 31, 2025 and 2024, respectively. The weighted average fair value of options granted was estimated using the Black-Scholes option-pricing model.

The weighted average fair value of options granted to consultants was $1.87 for the year ended December 31, 2024. The weighted average fair value of options granted was estimated using the Black-Scholes option-pricing model.

The weighted average fair value of restricted stock granted was $2.56 and $2.94 for the years ended December 31, 2025 and 2024, respectively.

The weighted average fair value of RSU granted was $2.76 and $3.14 for the years ended December 31, 2025 and 2024, respectively.

No stock options were exercised during the year.

The total fair value of shares vested during the year was $6,325,416.

The vesting period for outstanding stock options, restricted stock, and RSUs is typically three years, with one-third of the awards vesting annually. The options and restricted stock to directors are subject to a one-year vesting period. Additionally, some of our share-based awards to service providers are performance-based, vesting upon the achievement of specified performance criteria related to clinical or marketing activities.

INSPIREMD, INC.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (continued)

8) Valuation Assumptions (Black-Scholes)

The following table sets forth the assumptions that were used in determining the fair value of options granted to employees and consultants for the year December 31, 2025 and 2024:

	Year ended December 31
	2025	2024
Expected life	2; 5.5-6.5	5.125-10 years
Risk-free interest rates	3.45% - 3.64%; 3.64%-4.68%	3.93%-4.44%
Volatility	38.69%- 49.34%; 75.74%-92.69%	91.82%-119.38%
Dividend yield	-	-

● During 2025, the Company modified certain outstanding stock options held by retired directors, including accelerated vesting and an extension of the post-retirement exercise period. The Company recognized the incremental compensation cost resulting from the modifications in accordance with ASC 718.

The Company does not have sufficient historical exercise data to provide a reasonable basis upon which to estimate expected term. Accordingly, as to ordinary course options granted, the expected term was determined using the simplified method, which takes into consideration the option’s contractual life and the vesting periods (for non-employees, the expected term is equal to the option’s contractual life).

The annual risk-free rates are based on the yield rates of zero-coupon non-index linked U.S. Federal Reserve treasury bonds as both the exercise price and the share price are in dollar terms. The Company’s expected volatility is derived from its historical data.

9) Unrecognized Compensation Cost

As of December 31, 2025, the total unrecognized compensation cost on employee and non-employee stock options, restricted stock and RSUs, related to unvested stock-based compensation, amounted to approximately $7,926 thousand. This cost is expected to be recognized over a weighted-average period of approximately 0.94 years. This expected cost does not include the impact of any future stock-based compensation awards.

10)

Share-Based Compensation Expense The following table summarizes the allocation of total share-based compensation expense in the consolidated statements of operations:

	Year ended December 31
	2025		2024
	($ in thousands)
Cost of revenues	$	218	$	256
Research and development		2,559		2,412
Sales and marketing		1,888		1,025
General and administrative		7,667		6,445
	$	12,332	$	10,138

INSPIREMD, INC.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (continued)