InspireMD, Inc. Enters Equity Distribution Agreement with BTIG, LLC for At-the-Market Offering

Key Highlights for Investors

• InspireMD, Inc. (“the Company”) has executed an Equity Distribution Agreement (“EDA”) with BTIG, LLC (“the Agent”) dated April 3, 2026.
• The EDA enables the Company to issue and sell shares of its common stock, par value \$0.0001 per share, in an “at the market” (“ATM”) offering as defined under Rule 415(a)(4) of the Securities Act of 1933, as amended.
• Shares will be sold directly on The Nasdaq Capital Market or through negotiated transactions, with BTIG acting as sales agent.
• The Company will pay BTIG a commission of up to 3.0% of the gross sales price of shares sold through the ATM program.
• The offering is made pursuant to the Company’s effective shelf Registration Statement on Form S-3 (File No. 333-286309), declared effective on April 10, 2025.
• Net proceeds from the offering are intended for general corporate purposes, including research and development, sales and marketing, working capital, and other uses as may be described in future prospectus supplements.
• The Company has filed the full EDA as Exhibit 10.1 and an opinion of counsel as Exhibit 5.1 to its Current Report on Form 8-K.

Details of the ATM Offering

The ATM program allows InspireMD, Inc. to offer and sell shares from time to time, depending on market conditions and at prices determined by prevailing market rates. The Company may instruct the Agent not to sell shares below a specified minimum price. The aggregate amount of shares to be issued cannot exceed the amount registered under the current Form S-3, the authorized but unissued shares, or the amount specified in related prospectus supplements—whichever is less.

The Company is not required to sell any minimum amount and may terminate the EDA at any time, subject to the terms of the agreement. BTIG, LLC will act only as sales agent, not as an underwriter, and the Company retains discretion over the timing, amount, and price of shares sold.

Corporate Governance and Compliance

• All shares sold under the ATM program will be validly issued, fully paid, and non-assessable.
• The Company affirms that its internal controls over financial reporting and disclosure controls are effective and comply with SEC requirements.
• InspireMD confirms its compliance with Sarbanes-Oxley and all applicable securities laws and regulations, with no material weaknesses reported in internal controls.
• No material misstatements or omissions have been identified in the Company’s filings, and the Company commits to timely filing of all reports and prospectus supplements as required.
• No significant adverse events, such as recalls, regulatory actions, or material legal proceedings, have been reported, which might affect the value of the shares offered.
• The Company is not subject to any stop order or threatened stop order from the SEC that would prevent the offering.

Potential Shareholder Impact and Price-Sensitive Information

• The ATM offering may result in dilution of existing shareholders’ equity as additional shares are issued into the market over time.
• The use of proceeds for broad corporate purposes, including R&D and working capital, indicates the Company’s focus on growth and operational execution but could also signal a need for additional funding to support ongoing operations.
• The flexibility and timing of share sales could impact the market price, especially if large volumes are sold during periods of low liquidity.
• As with any ATM program, the unpredictable timing of share sales can contribute to short-term volatility in the Company’s stock price.
• The Company affirms that it is not currently an “emerging growth company” and thus is subject to full SEC reporting and compliance standards.

Other Noteworthy Provisions

• The Company will disclose in its periodic filings the number of shares sold, net proceeds, and compensation paid to BTIG, providing transparency to shareholders.
• The Company has no other “at the market” or continuous equity offering agreements outstanding at this time.
• BTIG, LLC is not permitted to act as an underwriter except as expressly agreed in writing, and the Company has not engaged other brokers for this offering.
• All sales will be conducted in full compliance with Regulation M and other applicable SEC and Nasdaq rules to prevent price manipulation.
• The Company is required to maintain listing of its shares on The Nasdaq Capital Market throughout the duration of the agreement.

Conclusion

The announcement of an at-the-market equity offering represents both an opportunity and a risk for InspireMD shareholders. The Company gains financial flexibility and the ability to raise capital efficiently as needed, supporting its strategic initiatives and operations. However, shareholders should be aware of the potential for dilution and short-term stock price volatility due to the ongoing issuance of new shares into the market. The Company’s commitment to regulatory compliance, internal controls, and transparent reporting provides important reassurances to investors.

Disclaimer

This article is for informational purposes only and does not constitute investment advice. Investors are encouraged to review the Company’s filings with the Securities and Exchange Commission and consult their own financial advisors before making investment decisions. The author and publisher accept no liability for any actions taken based on the information contained herein.

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