InspireMD, Inc. filed a Form 8-K on September 21, 2026, disclosing that it entered into amendments with certain holders of its Series J and Series K common stock purchase warrants, modifying the exercise price and termination date for a portion of those warrants.

Key Highlights

  • Warrants covered: Series J warrants to purchase up to 9,543,952 shares and Series K warrants to purchase up to 9,543,947 shares of Common Stock were subject to the amendments.
  • Revised exercise price: The amended exercise price was set to $0.7674 per share (less $0.0001 for holders electing to receive pre-funded warrants).
  • Scope of Series J amendment: Only 50% of the shares underlying each amending holder's Series J Warrants were modified; the other 50% retained their original terms.
  • New termination date: The amended warrants expire at 5:00 p.m. Eastern time on the earlier of May 15, 2028, or 20 trading days after the company announces receipt of FDA approval for the CGuard Prime 80 cm.
  • Board involvement: Certain holders of the Existing Warrants that entered into the amendments are also members of the company's board of directors, according to the filing.
  • All Series K shares amended: All shares underlying each amending holder's Series K Warrants were subject to the modified terms.

InspireMD Warrant Amendment Terms and Conditions

According to the filing, InspireMD, Inc. (NASDAQ:NSPR) entered into the Warrant Amendments on September 21, 2026, with certain holders of its existing Series J and Series K warrants. The company disclosed that the amendments modified two key terms for the affected portion of those warrants: the exercise price, now set at $0.7674 per share, and the termination date, now tied to the earlier of May 15, 2028, or 20 trading days following the company's announcement of FDA approval for the CGuard Prime 80 cm device.

The filing specifies that for Series J Warrants, only 50% of the shares underlying each amending holder's position were subject to the new exercise price and termination date. The remaining 50% of each amending holder's Series J Warrants retained their original, unchanged terms. For Series K Warrants, all shares underlying each amending holder's position were subject to the amended terms. The company reported that all other terms and conditions of the Existing Warrants remain unchanged and in full force and effect, and that holders who did not enter into the amendments are unaffected.

The filing also noted that the transaction was reported under Item 3.02 as an unregistered sale of equity securities, incorporating the Item 1.01 disclosure by reference. A press release dated September 21, 2026, was attached as Exhibit 99.1. The filing contains forward-looking statements, which the company stated "are not guaranteed to occur and may not occur for various reasons, including some reasons which are beyond the Company's control."

What Was Disclosed

InspireMD disclosed amendments to its Series J and Series K warrants, reducing the exercise price to $0.7674 and setting a new termination date tied to either May 15, 2028, or an FDA approval milestone, with the changes applying to all Series K shares and 50% of Series J shares held by participating holders.