InspireMD, Inc.

NOTE 1 -DESCRIPTION OF BUSINESS

NOTE 2 -BASIS OF PRESENTATION

The accompanying unaudited consolidated financial statements have been prepared on the same basis as the annual consolidated financial statements. In the opinion of the company, all adjustments considered necessary for a fair statement of the results of the interim periods reported herein have been included (consisting only of normal recurring adjustments). These condensed consolidated financial statements and notes thereto are unaudited and should be read in conjunction with the Company’s audited financial statements for the year ended December 31, 2024, as found in the Company’s Annual Report on Form 10-K, filed with the Securities and Exchange Commission on March 12, 2025. The results of operations for the nine and three months ended September 30, 2025 are not necessarily indicative of results that could be expected for the entire fiscal year.

NOTE 3 -RECENTLY ADOPTED AND ISSUED ACCOUNTING PRONOUNCEMENTS

Recently issued accounting pronouncement, not yet adopted

NOTE 4 –FAIR VALUE MEASUREMENTS

Fair value is based on the price that would be received from the sale of an asset or that would be paid to transfer a liability in an orderly transaction between market participants at the measurement date. In order to increase consistency and comparability in fair value measurements, the guidance establishes a fair value hierarchy that prioritizes observable and unobservable inputs used to measure fair value into three broad levels, which are described as follows:

Level 1: Quoted prices (unadjusted) in active markets that are accessible at the measurement date for assets or liabilities. The fair value hierarchy gives the highest priority to Level 1 inputs.

Level 2: Observable prices that are based on inputs not quoted on active markets but corroborated by market data.

Level 3: Unobservable inputs are used when little or no market data is available. The fair value hierarchy gives the lowest priority to Level 3 inputs.

The Company’s financial assets are subject to fair value measurements on a recurring basis and the level of input used in such measurements were as follows:

The Company’s cash equivalents, and marketable securities are classified within Level 1 and Level 2 because it uses quoted market prices or alternative pricing sources and models utilizing market observable inputs to determine their fair value.

The cost of marketable securities as of December 31, 2024, is $15,277 thousand. As of September 30, 2025, all marketable securities have matured.

NOTE 5 -MARKETABLE SECURITIES

As of December 31, 2024, all of the Company’s investment in marketable securities had contractual maturity of less than one year.

The table below sets forth a summary of the changes in the fair value of the Company’s marketable securities for the nine-month period ended September 30, 2025, and 2024:

The Company elected the fair value option to measure and recognize its investments in debt securities in accordance with Accounting Standards Codification ASC 825, Financial Instruments as the Company managed and evaluated the performance on a fair value basis.

NOTE 6 -EQUITY:

The fair value of the above restricted shares was approximately $8.69 million.

During the nine months ended September 30, 2025, the Company granted 558,417 restricted share units of the Company’s common stock to the chief executive officer. The shares are subject to a three-year vesting period, with one-third of such awards vesting each year.

The fair value of the above restricted share units was approximately $1.54 million.

During the nine months ended September 30, 2025, the Company granted to employees and directors options to purchase a total of 1,092,851 shares of the Company’s common stock. The options have exercise prices ranging from $2.24-$2.79 per share, which was the fair market value of the Company’s common stock on the respective dates of the grant. The options to employees are subject to a three-year vesting period, with one-third of such awards vesting each year. The options to directors are subject to a one-year vesting period.

In calculating the fair value of the above options, the Company used the following assumptions: dividend yield of 0% and expected term of 5.5-6.5 years; expected volatility ranging from 75.74%-92.69%; and risk-free interest rate ranging from 3.89%-4.68%.

The fair value of the above options, using the Black-Scholes option-pricing model, was approximately $2.18 million.

NOTE 7 –RELATED PARTIES TRANSACTIONS

During the nine and three months ended September 30, 2024, and 2025, a member of the immediate family of the CEO provided certain administrative services in connection with the Company’s expansion to the U.S. in the amount of $55 and $25 thousand, for 2024, and $56 and $8 thousand for 2025, respectively. In July 2025, the engagement with the related party was terminated.

NOTE 8 -NET LOSS PER SHARE:

Basic and diluted net loss per share is computed by dividing the net loss for the period by the weighted average number of shares of common stock, pre-funded warrants and fully vested restricted stock units outstanding during the period. The calculation of diluted net loss per share excludes the effect of potential dilution of share options, warrants, and unvested restricted stocks, unvested restricted stock units and Series C preferred stock as the effect is anti-dilutive.

The total number of shares of common stock related to outstanding options, warrants, unvested restricted stock, unvested restricted stock units and Series C preferred stock, which were excluded from the calculations of diluted loss per share were 37,695,155 and 48,619,222 for the nine and three-month periods ended September 30, 2025 and 2024, respectively. This amount includes 5,385,272 and 3,979,486 of unvested restricted stock included in the number of issued and outstanding shares for the nine and three-month periods ended September 30, 2025 and 2024, respectively.

For the purpose of calculating basic net loss per share, the additional shares of common stock that are issuable upon exercise of the pre-funded warrants have been included since the shares are issuable for a negligible consideration, as determined by the Company according to ASC 260-10-45-13, and have no vesting or other contingencies associated with them.

For the nine and three months ended September 30, 2025 and 2024, the weighted average number of ordinary shares used in computing net loss per share - basic and diluted was as follows:

NOTE 9 –LEASE AGREEMENTS

NOTE 10 -FINANCIAL INSTRUMENTS:

The carrying amounts of financial instruments approximate their fair value either because these amounts are presented at fair value, due to the relatively short-term maturities of certain instruments or they are measured using interest rates close to prevailing market rates.

NOTE 11- INVENTORY:

NOTE 12 -ACCOUNTS PAYABLE AND ACCRUALS - OTHER:

NOTE 13 -DISAGGREGATED REVENUE:

Revenues are attributed to geographic areas based on the location of the customers. The following is a summary of revenues:

By principal customers:

NOTE 14 –SEGMENT INFORMATION

The Company hasone operating and reporting segment, that develops, manufactures and markets products for the treatment of carotid artery disease and other vascular disease, including the Company’s proprietary CGuard™ stent platform. The Company’s Chief Operating Decision Maker (“CODM”), who is the CEO evaluates the Company’s performance based on its internal reporting which is consistent with the presentation in the Company’s consolidated financial statements. Accordingly, our CODM uses consolidated net income to measure segment profit or loss, allocate resources, and assess performance.

The CODM examines, within each operational function the employee salaries including the bonus and share based compensation. In addition, the CODM examines the clinical trials expenses within the research and development operations.

NOTE 15 –SUBSEQUENT EVENTS

Subsequent to September 30, 2025, the Company granted an aggregate of 451,853 restricted shares of the Company’s common stock to employees, directors and consultants. Of these,360,185 shares of common stock granted to employees and consultants are subject to a three-year vesting period, with one-third of such awards vesting each year,48,000 shares of common stock granted to directors are subject to a one-year vesting period and the remaining 43,668 shares granted to a consultant are fully vested