UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

_________________

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

_________________

Date of Report (Date of earliest event reported): September 9, 2015

InspireMD, Inc.

(Exact name of registrant as specified in its charter)

Registrant’s telephone number, including area code: (857) 453-6553

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4 (c) under the Exchange Act (17 CFR 240.13e-4(c))

Amendment to the InspireMD, Inc. 2013 Long-Term Incentive Plan

On September 9, 2015, InspireMD, Inc. (the “Company”) held its 2015 annual meeting of stockholders (the “Annual Meeting”). At the Annual Meeting, the stockholders approved an amendment to the InspireMD, Inc. 2013 Long-Term Incentive Plan (the “Plan”) to increase the number of shares of common stock available for issuance pursuant to awards under the Plan by 4,700,000 shares of common stock, to a total of 9,700,000 shares of common stock (the “Plan Amendment”). The board of directors of the Company (the “Board”) previously approved the Plan Amendment, subject to stockholder approval of the Plan Amendment at the Annual Meeting.

Election of Class 1 Directors

As previously reported in the Company’s definitive proxy statement dated July 29, 2015 (the “2015 Proxy”), the term of the Company’s Class 1 directors, Alan Milinazzo, Sol J. Barer, Ph.D. and Paul Stuka, was scheduled to expire at the Annual Meeting, and the Board nominated each of Mr. Milinazzo, Dr. Barer and Mr. Stuka for reelection at the Annual Meeting as Class 1 directors.

At the Annual Meeting, Mr. Milinazzo, Dr. Barer and Mr. Stuka were each elected as a Class 1 member of the Board to serve for a term expiring at the Company’s 2018 annual meeting of stockholders.

For more information about the matters above, see the Company’s 2015 Proxy, the relevant portions of which are incorporated herein by reference. The description of the Plan above and such portions of the 2015 Proxy are qualified in their entirety by reference to the full text of the First Amendment to the Plan, filed as Exhibit 10.1 to this Current Report on Form 8-K and incorporated herein by reference.

At the Annual Meeting, the following five proposals were submitted to the Company’s stockholders:

Accountants, as our independent registered public accounting firm for the year ending December 31, 2015.

For more information about the foregoing proposals, see the Company’s 2015 Proxy. Holders of the Company’s common stock were entitled to one vote per share. The number of votes cast for and against and the number of abstentions and broker non-votes with respect to each matter voted upon are set forth below:

The results reported above are final voting results. No other matters were considered or voted upon at the meeting.

The Company intends, from time to time, to present and/or distribute to the investment community and utilize at various industry and other conferences a slide presentation, which is attached hereto as Exhibit 99.1. The Company undertakes no obligation to update, supplement or amend the materials attached hereto as Exhibit 99.1.

In accordance with General Instruction B.2 of Form 8-K, the information furnished pursuant to this Item 7.01 of this Current Report on Form 8-K, including Exhibit 99.1, shall not be deemed “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Exchange Act or the Securities Act of 1933, as amended, except as shall be expressly set forth by reference in such a filing.

On September 9, 2015, the Company issued a press release announcing that the United States Patent & Trademark Office has allowed claims for the Company’s United States Patent Application, published as US2014/0309725 and entitled “Optimized Drug Eluting Stent Assembly.” A copy of the press release is attached hereto as Exhibit 99.2, and is incorporated herein by reference.

(d)         Exhibits

*This exhibit is furnished pursuant to Item 2.02 or Item 7.01, as applicable, and shall not be deemed to be “filed.”

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.