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 six and three months ended June 30, 2025 are not necessarily indicative of results that could be expected for the entire fiscal year.

NOTE 3 -RECENTLY 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 subject to fair value measurements on a recurring basis and the level of inputs 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 June 30, 2025, and December 31, 2024, is $7,790 and $15,277 thousand, respectively.

NOTE 5 -MARKETABLE SECURITIES

As of June 30, 2025, and December 31, 2024, all of the Company’s 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 six-month period ended June 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 manages its portfolio and evaluates the performance on a fair value basis.

NOTE 6 - EQUITY:

During the six and three months ended June 30, 2025, a total of 419,063 Series F Warrants expired.

Exercise of Series I Warrant

Following the Company’s announcement on June 24, 2025, that the FDA approved the PMA of the CGuard Prime Carotid Stent System in the United States, and as of June 30, 2025, an aggregate of 1,408,752 Series I Warrants to purchase 1,408,752 shares of common stock at an exercise price of $1.3827 per share were exercised for aggregate proceeds of approximately $1,948 thousand dollars. The Series I Warrants have a term of the earlier of (i) May 15, 2028 and (ii) 20 trading days following the Company’s announcement of receipt of Premarket Approval from the FDA for the CGuard Prime Carotid Stent System (135 cm). . See Note 15 – Subsequent Events for additional warrants exercises after June 30, 2025.

As of June 30, 2025, the Company had 155,000,000 authorized shares of capital stock, par value $0.0001 per share, of which 150,000,000 are shares of common stock and 5,000,000 are shares of “blank check” preferred stock.

The fair value of the above restricted shares was approximately $8.07 million.

During the six months ended June 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 six months ended June 30, 2025, the Company granted to employees and directors options to purchase a total of 1,022,274 shares of the Company’s common stock. The options have exercise prices ranging from $2.24-$2.76 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 81.44%-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 $2.08 million.

NOTE 7 – RELATED PARTIES TRANSACTIONS

During the six and three months ended June 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 amounts of $30 and $15 thousand, for 2024, and $48 and $24 thousand for 2025, respectively.

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 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 49,201,359 and 48,550,189 for the six and three-month periods ended June 30, 2025 and 2024, respectively. This amount includes 5,456,724 and 3,744,828 of unvested restricted stock included in the number of issued and outstanding shares for the six and three-month periods ended June 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 six and three months ended June 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:

Series I Warrants Exercise

Subsequent to the balance sheet date and prior to the issuance of these financial statements, holders of the Company’s series I warrants exercised a total of 11,505,326 warrants, resulting in the issuance of 943,641 shares of common stock and 10,561,685 pre-funded warrants, for aggregate proceeds of approximately $15,907 thousand dollars.

On July 30, 2025, the Company entered into a securities purchase agreement (the “Purchase Agreement”) with investors pursuant to which the Company issued and sold in a private placement (the “Private Placement Offering) an aggregate of 6,791,380 shares (the “Private Placement Shares”) of the Company’s common stock, and pre-funded warrants (the “Pre-Funded Warrants”) to purchase up to 9,764,804 shares of common stock, at an offering price of $2.42 per Private Placement Share and $2.4199 per Pre-Funded Warrant. The Pre-Funded Warrants will be immediately exercisable at an exercise price of $0.0001 per share and will not expire until exercised in full. The Private Placement Offering resulted in gross proceeds to the Company of approximately $40.1 million and closed on August 1, 2025**.**

On August 1, 2025,445,292 shares of common stock have been sold under the ATM program for total gross proceeds of approximately $1.1 million and total fees of approximately $32 K thousand.