InspireMD Announces 1-for-35 Reverse Stock Split
07 Februar 2018 - 8:36PM
InspireMD, Inc. (NYSE American: NSPR, NSPR.WS, NSPR.WSB), a leader
in embolic prevention systems (EPS) / thrombus management
technologies and neurovascular devices, today announced a 1-for-35
reverse split of its common stock, effective as of February 7,
2018. Beginning on February 8, 2018, the Company’s common
stock will trade on the NYSE American on a split adjusted basis.
At InspireMD’s special meeting of stockholders on
February 7, 2018, the Company’s stockholders authorized the Board
of Directors to amend the Amended and Restated Certificate of
Incorporation of the Company to effect a reverse stock split at a
ratio in the range of 1-for-25 to 1-for-50.
Upon effectiveness, the reverse stock split will
cause a reduction in the number of shares of common stock
outstanding and issuable upon the conversion of the Company’s
outstanding shares of preferred stock and the exercise of its
outstanding stock options and warrants in proportion to the ratio
of the reverse stock split and will cause a proportionate increase
in the conversion and exercise prices of such preferred stock,
stock options and warrants. The number of shares of common stock
issuable upon exercise or vesting of outstanding stock options and
warrants will be rounded up to the nearest whole share.
Accordingly, upon effectiveness of the reverse stock split,
each outstanding warrant currently trading on the NYSE
American under the symbol “NSPR.WS” shall become
a warrant to purchase one thirty-fifth (1/35) of one
share of common stock at an exercise price of $175.00 per full
share of common stock, and each outstanding
warrant currently trading on the NYSE American under the
symbol “NSPR.WSB” shall become a warrant to purchase one
thirty-fifth (1/35) of one share of common stock at an exercise
price of $70.00 per full share of common stock, pursuant to the
terms of such warrants. Warrants may only be exercisable for a
whole number of shares of common stock. Warrants exercised on or
prior to February 7, 2018, will be on a pre-adjusted basis.
The Company’s common stock will continue to trade
on the NYSE American under the symbol “NSPR.” The new CUSIP number
for the common stock following the reverse stock split is 45779A
861.
The number of authorized shares of the Company’s
common stock will remain at 150,000,000, while the number of
outstanding shares will be reduced from approximately 58.6 million
to 1.7 million. No fractional shares will be issued following the
reverse stock split.
Registered stockholders holding their shares of
common stock in book-entry or through a bank, broker or other
nominee form do not need to take any action in connection with the
reverse stock split. For those stockholders holding physical stock
certificates, the Company’s transfer agent, Action Stock Transfer
Corp, will send instructions for exchanging those certificates for
new certificates representing the post-split number of shares.
Action Stock Transfer Corp can be reached at (801) 274-1088.
Additional information about the reverse stock
split can be found in the Company’s definitive proxy statement
filed with the Securities and Exchange Commission on December 26,
2017, a copy of which is also available at www.sec.gov or
at www.inspiremd.com under the SEC Filings tab located on
the Investors page.
About InspireMD, Inc.
InspireMD seeks to utilize its proprietary
MicroNet™ technology to make its products the industry standard for
embolic protection and to provide a superior solution to the key
clinical issues of current stenting in patients with a high risk of
distal embolization, no reflow and major adverse cardiac
events.
InspireMD intends to pursue applications of this
MicroNet technology in coronary, carotid (CGuard™), neurovascular,
and peripheral artery procedures. InspireMD's common stock is
quoted on the NYSE American under the ticker symbol NSPR and
certain warrants are quoted on the NYSE American under the ticker
symbols NSPR.WS and NSPR.WSB.
Forward-looking Statements
This press release contains “forward-looking
statements.” Such statements may be preceded by the words
“intends,” “may,” “will,” “plans,” “expects,” “anticipates,”
“projects,” “predicts,” “estimates,” “aims,” “believes,” “hopes,”
“potential” or similar words. Forward-looking statements are not
guarantees of future performance, are based on certain assumptions
and are subject to various known and unknown risks and
uncertainties, many of which are beyond the Company’s control, and
cannot be predicted or quantified and consequently, actual results
may differ materially from those expressed or implied by such
forward-looking statements. Such risks and uncertainties include,
without limitation, risks and uncertainties associated with (i)
market acceptance of our existing and new products, (ii) negative
clinical trial results or lengthy product delays in key markets,
(iii) an inability to secure regulatory approvals for the sale of
our products, (iv) intense competition in the medical device
industry from much larger, multinational companies, (v) product
liability claims, (vi) product malfunctions, (vii) our limited
manufacturing capabilities and reliance on subcontractors for
assistance, (viii) insufficient or inadequate reimbursement by
governmental and other third party payers for our products, (ix)
our efforts to successfully obtain and maintain intellectual
property protection covering our products, which may not be
successful, (x) legislative or regulatory reform of the healthcare
system in both the U.S. and foreign jurisdictions, (xi) our
reliance on single suppliers for certain product components, (xii)
the fact that we will need to raise additional capital to meet our
business requirements in the future and that such capital raising
may be costly, dilutive or difficult to obtain and (xiii) the fact
that we conduct business in multiple foreign jurisdictions,
exposing us to foreign currency exchange rate fluctuations,
logistical and communications challenges, burdens and costs of
compliance with foreign laws and political and economic instability
in each jurisdiction. More detailed information about the Company
and the risk factors that may affect the realization of forward
looking statements is set forth in the Company’s filings with the
Securities and Exchange Commission (SEC), including the Company’s
Annual Report on Form 10-K and its Quarterly Reports on Form 10-Q.
Investors and security holders are urged to read these documents
free of charge on the SEC’s web site at http://www.sec.gov. The
Company assumes no obligation to publicly update or revise its
forward-looking statements as a result of new information, future
events or otherwise.
Investor Contacts:
InspireMD, Inc.
Craig Shore
Chief Financial Officer
Phone: 1-888-776-6804 FREE
Email: craigs@inspiremd.com
Crescendo Communications, LLC
Phone: (212) 671-1021
Email: NSPR@crescendo-ir.com
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