InspireMD, Inc.
For the period ended Dec 31, 2025. Filed Mar 18, 2026.
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A company's yearly report to the SEC, with audited financial statements. It is the fullest account a company gives of its business, its finances and the risks it sees.
FY2025 · Filed Mar 18, 2026
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON D.C. 20549
FORM 10-K
(Mark One)
For the fiscal year ended December 31,2025
OR
| ☐ | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
|---|
COMMISSION FILE NUMBER:001-35731
InspireMD, Inc.
(Exact name of registrant as specified in its charter)
| Delaware | 26-2123838 |
|---|---|
| (State or other jurisdiction of incorporation or organization) | (I.R.S. Employer Identification Number) |
6303 Waterford District Drive
Suite 215
Miami, Florida 33126
(Address of principal executive offices)
(Zip Code)
Registrant’s telephone number, including area code:(888) 776-6804
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered |
|---|---|---|
| Common Stock, par value $0.0001 per share | NSPR | Nasdaq Capital Market |
Securities registered pursuant to Section 12(g) of the Act: none
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ☐No ☒
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes ☐No ☒
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
| Large accelerated filer ☐ | Accelerated filer ☐ |
|---|---|
| Non-accelerated filer ☒ | Smaller reporting company ☒ |
| Emerging growth company ☐ |
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report.☐
If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements.☐
Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b). ☐
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act) Yes ☐ No☒
The aggregate market value of the voting and non-voting stock held by non-affiliates of the registrant as of June 30, 2025, based on the price at which the common equity was last sold on such date, was $60,925,742. For purposes of this computation only, all officers, directors and 10% or greater stockholders of the registrant are deemed to be affiliates.
Indicate the number of shares outstanding of each of the registrant’s classes of common stock as of the latest practicable date.
| Class | Outstanding at March 18, 2026 |
|---|---|
| Common Stock, $0.0001 par value | 46,801,561 |
Documents incorporated by reference:
Portions of the Registrant’s definitive proxy statement for its 2026 Annual Meeting of Stockholders, which the Registrant intends to file pursuant to Regulation 14A with the Securities and Exchange Commission not later than 120 days after December 31, 2025, are incorporated by reference into Part III of this Annual Report on Form 10-K.
TABLE OF CONTENTS
| Page | ||
|---|---|---|
| Cautionary Note Regarding Forward-Looking Statements | 3 | |
| PART I | ||
| Item 1. | Business. | 5 |
| Item 1A. | Risk Factors. | 33 |
| Item 1B. | Unresolved Staff Comments. | 71 |
| Item 1C. | Cybersecurity. | 71 |
| Item 2. | Properties. | 72 |
| Item 3. | Legal Proceedings. | 72 |
| Item 4. | Mine Safety Disclosures. | 72 |
| PART II | ||
| Item 5. | Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities. | 73 |
| Item 6. | [Reserved] | 73 |
| Item 7. | Management’s Discussion and Analysis of Financial Condition | 73 |
| Item 7A. | Quantitative and Qualitative Disclosures About Market Risk. | 78 |
| Item 8. | Financial Statements and Supplementary Data. | 79 |
| Item 9. | Changes in and Disagreements With Accountants on Accounting and Financial Disclosure. | 79 |
| Item 9A. | Controls and Procedures. | 79 |
| Item 9B. | Other Information. | 79 |
| Item 9C. | Disclosure Regarding Foreign Jurisdictions that Prevent Inspections | 79 |
| PART III | ||
| Item 10. | Directors, Executive Officers and Corporate Governance. | 80 |
| Item 11. | Executive Compensation. | 80 |
| Item 12. | Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters. | 80 |
| Item 13. | Certain Relationships and Related Transactions, and Director Independence. | 80 |
| Item 14. | Principal Accounting Fees and Services. | 80 |
| PART IV | ||
| Item 15. | Exhibits and Financial Statement Schedules. | 81 |
INTRODUCTION
“InspireMD,” the “InspireMD” logo, “CGuard,” “CGuard Prime,” “MicroNet,” “SwitchGuard,” and our other registered or common law trade names, trademarks or service marks appearing in this Annual Report on Form 10-K are our property. Trade names, trademarks and service marks of other companies appearing in this Annual Report on Form 10-K are the property of their respective owners. We do not intend our use or display of other companies’ trade names, trademarks or service marks to imply a relationship with, or endorsement or sponsorship of us by, these other companies unless otherwise stated. Solely for convenience, the trademarks and tradenames referred to in this Annual Report on Form 10-K appear without the ® and ™ symbols, but those references are not intended to indicate, in any way, that we will not assert, to the fullest extent under applicable law, our rights, or the right of the applicable licensor to these trademarks and tradenames.
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.