{"schema_version":"secwatch.filing_event.v1","accession":"0001493152-23-032486","form_type":"8-K","ticker":"NSPR","cik":"0001433607","company_name":"InspireMD, Inc.","filed_at":"2023-09-13T23:59:59+00:00","discovered_at":"2026-05-14T18:03:33.911421+00:00","generated_at":"2026-06-10T18:57:36.020221+00:00","sec_items":["5.03","5.07","9.01"],"event_type":"other_material","sentiment":"neutral","materiality_score":0.5,"calibrated_materiality_score":0.5,"confidence":"high","headline":"InspireMD shareholders approve officer liability limitation and private placement change of control","bullets":["Stockholders re-elected Marvin Slosman, Thomas J. Kester, and Kathryn Arnold as Class 3 directors.","Approved amendment to certificate of incorporation to limit officer personal liability for monetary damages.","Approved potential issuance of shares in private placement that triggers Nasdaq change-of-control rule.","Ratified Kesselman & Kesselman (PwC) as independent auditor for fiscal 2023.","Amendment filed with Delaware Secretary of State on September 13, 2023, effective immediately."],"urls":{"canonical":"https://secwatch.observer/filing/0001493152-23-032486","json":"https://secwatch.observer/filing/0001493152-23-032486.json","markdown":"https://secwatch.observer/filing/0001493152-23-032486.md","text":"https://secwatch.observer/filing/0001493152-23-032486.txt","edgar_index":"https://www.sec.gov/Archives/edgar/data/1433607/000149315223032486/0001493152-23-032486-index.htm","edgar_primary_document":"https://www.sec.gov/Archives/edgar/data/1433607/000149315223032486/form8-k.htm"},"model":{"generated_by":"deepseek-v4-flash:cloud@v2","generated_at":"2026-06-10T18:57:36.020221+00:00"},"review":{"review_status":"machine_generated","human_reviewed":false,"corrected":false,"correction_note":null,"correction_timestamp":null,"superseded_by":null,"related_filings":[]},"source_grounded_claims":[{"claim_id":"b49d7915e4baa7c891f38fe4d715fbe82b171be8","claim":"InspireMD, Inc.: Amendment to Amended and Restated Certificate of Incorporation to eliminate or limit personal liability of certain officers for monetary damages for breach of fiduciary duty (effective 2023-09-13).","evidence_excerpt":"At the Annual Meeting, the stockholders approved, among other things, an amendment to the Company’s Amended and Restated Certificate of Incorporation to eliminate or limit the personal liability of certain Company officers for monetary damages for breach of fiduciary duty as an officer, except to the extent such an exemption from liability or limitation thereof is not permitted by Delaware General Corporation Law (the “Amendment”).","evidence_source":"SEC 8-K Item 5.03/5.05/5.06","evidence_url":"https://www.sec.gov/Archives/edgar/data/1433607/000149315223032486/0001493152-23-032486-index.htm","confidence":0.9,"family_label":"Governance Changes","details":[{"label":"Change","value":"charter amendment"},{"label":"Effective","value":"2023-09-13"}],"fact_type":"governance_change"},{"claim_id":"22afd47e4468355204c460bd786d25db6ed3e93e","claim":"InspireMD, Inc. shareholders approved Potential issuance of shares in the private placement offering (change of control) at the 2023-09-13 meeting.","evidence_excerpt":"The stockholders approved the potential issuance of shares in the Private Placement Offering (as defined in the Proxy Statement\"), which would result in a \"change of control\" of the Company under the applicable rules of The Nasdaq Stock Market LLC. The votes were as follows: For Against Abstain Broker Non-Votes 4,267,740 111,880 10,818 2,121,7 74","evidence_source":"SEC 8-K Item 5.07","evidence_url":"https://www.sec.gov/Archives/edgar/data/1433607/000149315223032486/0001493152-23-032486-index.htm","confidence":0.9,"family_label":"Shareholder Votes","details":[{"label":"Outcome","value":"passed"},{"label":"Meeting","value":"2023-09-13"}],"fact_type":"shareholder_vote"},{"claim_id":"a6d391335c473cd10c45a721c97254cd33967f07","claim":"InspireMD, Inc. shareholders approved Election of three Class 3 directors at the 2023-09-13 meeting.","evidence_excerpt":"The stockholders re-elected Marvin Slosman, Thomas J. Kester and Kathryn Arnold to serve on the Board of Directors, as Class 3 directors, for a term of three years or until his or her successor is elected and qualified. The votes were as follows: Director Name For Withheld Broker Non-Votes Marvin Slosman 14,417,531 177,928 2,121,7 74 Thomas J. Kester 14,420,292 175,167 2,121,7 74 Kathryn Arnold 14,415,373 180,086 2,121,774","evidence_source":"SEC 8-K Item 5.07","evidence_url":"https://www.sec.gov/Archives/edgar/data/1433607/000149315223032486/0001493152-23-032486-index.htm","confidence":0.9,"family_label":"Shareholder Votes","details":[{"label":"Proposal","value":"director election"},{"label":"Outcome","value":"passed"},{"label":"Meeting","value":"2023-09-13"}],"fact_type":"shareholder_vote"},{"claim_id":"bcd274fc849d202e4653ed0abee24c2f8dada930","claim":"InspireMD, Inc. shareholders approved Amendment to Amended and Restated Certificate of Incorporation to limit liability of officers at the 2023-09-13 meeting.","evidence_excerpt":"The stockholders approved an amendment to the Company's Amended and Restated Certificate of Incorporation to limit the liability of certain officers of the Company as permitted by recent amendments to Delaware law. The votes were as follows: For Against Abstain Broker Non-Votes 12,643,674 1,940,907 10,878 2,121,774","evidence_source":"SEC 8-K Item 5.07","evidence_url":"https://www.sec.gov/Archives/edgar/data/1433607/000149315223032486/0001493152-23-032486-index.htm","confidence":0.9,"family_label":"Shareholder Votes","details":[{"label":"Proposal","value":"charter amendment"},{"label":"Outcome","value":"passed"},{"label":"Meeting","value":"2023-09-13"}],"fact_type":"shareholder_vote"},{"claim_id":"bf817cdc559623f6cbad29546c5341b5a2b8079d","claim":"InspireMD, Inc. shareholders approved Ratification of appointment of Kesselman & Kesselman as independent registered public accounting firm for 2023 at the 2023-09-13 meeting.","evidence_excerpt":"The stockholders ratified the appointment of Kesselman & Kesselman, a member of PricewaterhouseCoopers International Limited, as the Company's independent registered public accounting firm for the 2023 fiscal year. The votes were as follows: For Against Abstain 16,644,594 29,427 43,212","evidence_source":"SEC 8-K Item 5.07","evidence_url":"https://www.sec.gov/Archives/edgar/data/1433607/000149315223032486/0001493152-23-032486-index.htm","confidence":0.9,"family_label":"Shareholder Votes","details":[{"label":"Proposal","value":"auditor ratification"},{"label":"Outcome","value":"passed"},{"label":"Meeting","value":"2023-09-13"}],"fact_type":"shareholder_vote"}],"license":"Source filings: public domain (SEC EDGAR). Summaries (headline + bullets): CC-BY-4.0; attribute https://secwatch.observer"}