📜 What This Document Is 📰

This document is a Proxy Statement (DEF 14A). In simple terms, think of it as a comprehensive guide and formal invitation for the company's annual meeting of stockholders. The purpose is to inform shareholders about what matters will be voted on, who runs the company, and how they can participate. The meeting is set for June 3, 2026, at 10:00 a.m. Eastern Time, at the InspireMD, Inc. offices in Tel-Aviv, Israel.

👉 The main takeaway is that your vote is critical, and whether you plan to attend in person or not, the company strongly encourages you to vote via proxy (telephone, internet, or written card) to ensure your shares are counted.

🏢 Who InspireMD Is 🚀

InspireMD, Inc. is a Delaware corporation with its principal executive office located in Miami, Florida, but its mailing address is in Tel Aviv, Israel. While the filing doesn't detail its product strategy, it establishes the company as a dynamic entity undergoing significant capital growth, as evidenced by the recent major private placements.

👉 The company is actively managing its corporate structure and governance, which is typical for a life sciences or biotech firm raising capital for future development.

🏛️ Corporate Governance and the Board Structure ⚙️

A company's board of directors acts as a group of overseers, hired to manage and guide the company's leadership (management). This section explains the board's internal structure and rules, which helps stockholders understand who is accountable.

• Board Committees: The board has established three key specialized committees:
  • Audit Committee: Includes Messrs. Dearen (Chairman), Berman, Cohen, and Stuka. They are responsible for reviewing the annual financial statements and appointing independent auditors.
  • Nominating and Corporate Governance Committee: Includes Messrs. Berman and Stuka (Chairman). Their job is to recommend qualified candidates for board director nominees and to review the company’s overall governance rules.
  • Compensation Committee: Includes Messrs. Stuka (Chairman), Cohen, and Dearen. They are tasked with reviewing and approving the salary and benefits for both executive officers and directors.
• Governance Policies: The company has adopted several policies to maintain ethical standards and protect the company’s finances:
  • Board Leadership: The company does not have a policy separating the roles of Chairman and CEO. Currently, the roles are held by different individuals: Paul Stuka (Chairman) and Marvin Slosman (CEO).
  • Risk Oversight: The board oversees risk across all aspects of the business (financial, legal, operational, etc.). The audit committee specifically focuses on monitoring major financial risk exposures.
  • Ethical Rules: Policies in place include an adopted Code of Ethics and a strict Insider Trading Policy that prohibits directors and officers from engaging in short sales or hedging transactions with the company’s stock.

🗳️ Voting on the Proposals 📝

This section details the specific actions the board is asking shareholders to vote on. These are formal proposals that require shareholder approval.

• Proposal 1: Director Election: Stockholders will vote to elect three new Class 3 directors for three-year terms. The nominees are Marvin Slosman, Raymond Cohen, and Dan Dearen.
• Proposal 2: Authorized Shares Increase: This asks for an amendment to increase the total number of shares of common stock that the company can issue, raising the authorized amount from 150,000,000 shares to 250,000,000 shares.
• Proposal 3: Auditor Ratification: Stockholders vote to ratify the reappointment of Kesselman & Kesselman, Certified Public Accountants, a member of PricewaterhouseCoopers International Limited, as the independent registered public accounting firm for the year ending December 31, 2026.
• Proposal 4: Adjournment: This proposal allows the annual meeting to be rescheduled if there are insufficient votes to establish a quorum or pass proposals 1 through 3.

👉 The board's recommendation is to vote FOR all four proposals.

💸 Capital Transactions & Compensation 💵

This section covers major financial events, including fundraising rounds (private placements) and details about executive pay.

• Major Private Placements: The company conducted two significant capital raises:
  • May 2023 Private Placement Offering: The company issued and sold an aggregate of 10,266,270 shares of common stock, along with warrants. Key directors and officers participated.
  • July 2025 Private Placement Offering: The company issued and sold an aggregate of 6,791,380 shares of common stock and pre-funded warrants.
• Vesting Warrants: The private placements involved complex warrants (Series H, I, J, and K) which give holders the right to buy more shares later. The exercise of these warrants is tied to specific company milestones (e.g., FDA approval, or public release of pivotal trial results), which creates incentives for the company to hit these goals.
• Executive Consulting Agreement: The company entered into a consultancy agreement with an immediate family member of the Chief Executive Officer. The compensation was adjusted from an original fixed hourly rate of $50/hour to a new fixed hourly rate of $100/hour for up to 95 hours per month, capped at a total of $120,000 for the twelve-month period ending June 30, 2025. This agreement was terminated in July 2025.

🧑‍💼 Corporate Relationships & Ethics 🤝

A "related party transaction" involves any deal where the company is transacting business with someone connected to its management or owners (like a director's family member or a major shareholder). The board’s Audit Committee is required to approve these deals.

• Related Party Transactions: The audit committee must review any proposed transaction exceeding $120,000 involving a related party.
• Director Nomination: The Nominating and Corporate Governance Committee is responsible for reviewing and making recommendations for board nominees. They emphasize that "no single criterion such as gender or minority status is determinative in obtaining diversity on the board," instead favoring diverse viewpoints and professional experience.

📈 Major Shareholders and Ownership Stakes 💎

This is a crucial table showing who owns the company and how much influence they have. Ownership is reported as of April 10, 2026, with 46,892,979 shares outstanding.

• Institutional Investors: Large funds like Entities affiliated with Marshall Wace, LLP (9.99% ownership) and Entities affiliated with OrbiMed Advisors LLC (9.99% ownership) hold massive stakes.
• Insiders' Ownership: The collective group of directors and executive officers owns 24.98% of the company. Key individuals include Michael Lawless (10.14%) and Marvin Slosman (5.17%).
• Ownership Limitation (The 9.99% Blocker): The filing notes that beneficial owners must exercise warrants in a way that does not cause their ownership stake to exceed 9.99% of the outstanding stock. This is a standard rule used by major investment funds to maintain anonymity and comply with SEC regulations.

🌐 Meeting Logistics and Voting Instructions 📮

The details here tell shareholders exactly how to cast their vote.

• Record Date: The board set the Record Date (the date used to determine who is entitled to vote) as the close of business on April 10, 2026.
• Quorum Requirement: A quorum (the minimum number of voters needed to conduct business) requires the presence, in person or by proxy, of the holders of 33.3% of the shares of stock entitled to vote.
• Voting Methods: Stockholders can vote via three methods: 📞 Telephone/Internet, 🏢 In Person (if they have an intermediary issued proxy), or ✉️ Written Proxy Card/Voting Instruction Form.
• How to Vote: For proposals 2, 3, and 4, stockholders can vote FOR, AGAINST, or ABSTAIN. For Proposal 1 (Directors), they can vote FOR or WITHHOLD.
• Record Notice: The Notice of Internet Availability of Proxy Materials is expected to be sent on or about April 23, 2026, and the proxy materials are available online at www.proxyvote.com.

📞 Where to Get Help 🧑‍💻

If stockholders have questions, the Company provides clear contact information.

• InspireMD, Inc.
• Address: 6303 Waterford District Drive, Suite 215, Miami, Florida 33126
• Attn: Investor Relations
• Email: [email protected]
• Phone: (888) 776-6804

🧠 The Analogy 🏫

Voting your stock like a proxy is like giving a trusted relative (the "proxy") permission to speak and cast your vote at a big family meeting, even if you can't attend. You give them a written instruction card, and they represent your wishes to make sure your vote counts.

🧩 Final Takeaway 🎯

This is a governance document, not a financial performance report. The key actions are approving the board changes and increasing authorized shares, signaling confidence and growth potential. Shareholders must vote by proxy before the Record Date (April 10, 2026) to ensure their voice counts.