InspireMD Raises Funding to Support Product Development

May 15, 2023—InspireMD, Inc., developer of the CGuard embolic prevention stent system for the prevention of stroke, announced that the company has signed a securities purchase agreement with certain health care–focused institutional investors that have agreed to provide up to $113.6 million in gross proceeds to InspireMD through a private placement that includes initial upfront funding of $42.2 million. The closing of the private placement is expected to occur on May 15, 2023, subject to customary closing conditions.

InspireMD advised it intends to use the net proceeds from the offering for product and clinical development, obtaining regulatory approvals, expansion of manufacturing capabilities, commercial readiness activities to support potential new product launches including CGuard Prime and SwitchGuard in the United States and European Union as well as working capital and other general corporate purposes.

“We are very pleased to have achieved this important milestone with leading fundamental health care investors who have chosen to participate in this transformational financing of our company,” stated Marvin Slosman, Chief Executive Officer of InspireMD, in the press release. “This infusion of capital allows us to advance our business towards achieving milestones, including obtaining potential regulatory approval and launching of CGuard in the United States, initiating new regulatory pathways for advanced applications of our CGuard stent platform, and developing new products, while at the same time continuing to grow our business outside of the United States.”

Mr. Slosman continued, “Advancing our growing product pipeline, including our new CGuard Prime carotid artery stenting transfemoral delivery system along with our SwitchGuard transcarotid arterial revascularization neuroprotection system, positions our company to serve the entire carotid revascularization market, continuing our mission of delivering implant focused patient outcomes.”

The financing is being led by Marshall Wace with participation from OrbiMed, Rosalind, Nantahala, Soleus, Velan, and certain InspireMD Board members. InspireMD’s common stock is quoted on the Nasdaq under the ticker symbol NSPR.

Pursuant to the securities purchase agreement, the company has agreed to issue an aggregate of 25,828,164 shares of common stock (or prepaid warrants) and four series of unregistered warrants to purchase an aggregate of 51,656,328 shares of common stock for a purchase price of $1.6327 per share and associated warrants (less $0.0001 in the case of prepaid warrants), priced at-the-market under Nasdaq rules.

Each warrant is exercisable at $1.3827 per share as follows:

• Series H warrants for an aggregate cash exercise price of approximately $17.9 million exercisable until the earlier of 5 years from issuance and 20 trading days after the company’s public release of primary and secondary endpoints related to 1-year follow-up results from the company’s C-Guardians pivotal trial
• Series I warrants for an aggregate cash exercise price of approximately $17.9 million exercisable until the earlier of 5 years from issuance and 20 trading days after the company’s announcement of receipt of premarket approval from the FDA for the CGuard Prime carotid stent system (135 cm)
• Series J warrants for an aggregate cash exercise price of approximately $17.9 million exercisable until the earlier of 5 years from issuance and 20 trading days after the company’s announcement of receipt of FDA approval for the SwitchGuard transcarotid system and CGuard Prime 80 cm
• Series K warrants for an aggregate cash exercise price of approximately $17.9 million exercisable until the earlier of 5 years from issuance and 20 trading days after 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 commence

In connection with the securities purchase agreement, the company entered into a registration rights agreement pursuant to which the company will subsequently file a registration statement to register for resale the common stock purchased in the transaction and the common stock underlying the prepaid warrants and warrants, advised InspireMD.