Insider filing report for Changes in Beneficial Ownership
- Schedule 13G & 13D forms are used to report a party's ownership of stock which exceeds 5% of a company's total stock issue.
- Schedule 13G is a shorter version of Schedule 13D with fewer reporting requirements.
"Insiders might sell their shares for any number of reasons, but they buy them for only one: they think the price will rise"
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- Peter Lynch
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13D
Under the Securities Exchange Act of 1934
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InspireMD, Inc. (Name of Issuer) |
Common Stock, $0.0001 par value per share (Title of Class of Securities) |
45779A846 (CUSIP Number) |
Marvin Slosman 6303 Waterford District Drive, Suite 215, Miami, FL, 33126 (888) 776-6804 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) |
01/22/2026 (Date of Event Which Requires Filing of This Statement) |
If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.
The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the
Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other
provisions of the Act (however, see the Notes).
SCHEDULE 13D
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| CUSIP No. | 45779A846 |
| 1 |
Name of reporting person
Marvin Slosman | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
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| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
AF | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
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| 6 | Citizenship or place of organization
UNITED STATES
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| Number of Shares Beneficially Owned by Each Reporting Person With: |
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| 11 | Aggregate amount beneficially owned by each reporting person
2,556,760.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
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| 13 | Percent of class represented by amount in Row (11)
5.18 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
IN |
Comment for Type of Reporting Person:
Consists of (i) 16,722 shares of common stock, par value $0.0001 per share (the "Shares") of InspireMD, Inc. (the "Issuer"), (ii) 12,159 restricted stock units granted outside the Issuer's equity incentive plans that are currently exercisable or exercisable within 60 days of the date hereof, (iii) 78,352 restricted stock units granted under the InspireMD, Inc. Long-Term Incentive Plan that are currently exercisable or exercisable within 60 days of the date hereof, (iv) 1,753,522 restricted stock units granted under the InspireMD Inc. 2021 Equity Compensation Plan (the "2021 Equity Incentive Plan") that are currently exercisable or exercisable within 60 days of the date hereof, and (v) 696,005 Shares issuable upon exercise of options granted under the 2021 Equity Incentive Plan that are currently exercisable or exercisable within 60 days of the date hereof. Based upon 46,838,962 Shares issued and outstanding as of the date hereof, which amount was provided to the Reporting Person by the Issuer. Does not include (i) 241,792 Shares issuable upon exercise of options granted under the 2021 Equity Incentive Plan that vest in more than 60 days of the date hereof and (ii) 1,674,903 restricted stock units granted under the 2021 Equity Incentive Plan that vest in more than 60 days of the date hereof.
SCHEDULE 13D
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| Item 1. | Security and Issuer |
| (a) | Title of Class of Securities:
Common Stock, $0.0001 par value per share |
| (b) | Name of Issuer:
InspireMD, Inc. |
| (c) | Address of Issuer's Principal Executive Offices:
6303 Waterford District Drive, Suite 215, Miami,
FLORIDA
, 33126. |
| Item 2. | Identity and Background |
| (a) | This statement is filed by Marvin Slosman. |
| (b) | The principal business address of the Reporting Person is 6303 Waterford District Drive, Suite 215, Miami, Florida 33126. |
| (c) | The principal occupation of the Reporting Person is serving as the Chief Executive Officer and a member of the Board of Directors of the Issuer. |
| (d) | The Reporting Person has not, during the last five years, been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors). |
| (e) | The Reporting Person has not, during the last five years, been party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws. |
| (f) | The Reporting Person is a citizen of the United States. |
| Item 3. | Source and Amount of Funds or Other Consideration |
Except for 10,330 Shares acquired directly from the Issuer in a private placement in July 2025, for which the Reporting Person paid an aggregate purchase price of $24,998.60 from personal funds, all securities reported herein were acquired pursuant to equity compensation awards granted by the Issuer in connection with the Reporting Person's service as Chief Executive Officer and a member of the Board of Directors of the Issuer. Such awards were granted for no cash consideration. | |
| Item 4. | Purpose of Transaction |
Item 3 above is hereby incorporated into this Item 4 by reference. The Reporting Person serves as an executive officer of the Issuer and, in such capacity, may be involved in reviewing transactions involving the Issuer and may have influence over the corporate activities of the Issuer, including activities which may relate to items described in subparagraphs (a) through (j) of Item 4 of Schedule 13D. As of the date hereof, the Reporting Person in his individual capacity does not have any present plans or proposals that relate to, or would result in, any actions or events specified in clauses (a) through (j) of Item 4 to Schedule 13D. The Reporting Person may, at any time and from time to time, (i) review or reconsider his position in the Issuer or change his purpose or formulate plans or proposals with respect thereto or (ii) propose or consider one or more of the actions described in clauses (a) through (j) of Item 4 to Schedule 13D. From time to time, the Reporting Person may also acquire beneficial ownership of additional Shares or other securities of the Issuer as compensation from the Issuer, by purchase or otherwise, including, including, but not limited to, awards of restricted Shares, options to purchase Shares, and restricted stock units for Shares, or dispose of some or all of the Shares beneficially owned by the Reporting Person in the open market or in privately negotiated transactions (which may be with the Issuer or with third parties) on such terms and at such times as the Reporting Person may deem advisable. | |
| Item 5. | Interest in Securities of the Issuer |
| (a) | The information contained in rows 7, 8, 9, 10, 11 and 13 on the cover pages of this Schedule 13D (including the footnotes thereto) is incorporated by reference herein. |
| (b) | The information contained in rows 7, 8, 9, 10, 11 and 13 on the cover pages of this Schedule 13D (including the footnotes thereto) is incorporated by reference herein. |
| (c) | No transactions in the Issuer's Shares were effected during the past 60 days by the Reporting Person. |
| (d) | Except for the Shares listed in row 9 - Sole Dispositive, persons other than the Reporting Person have the power to direct the receipt of dividends from, or the proceeds from the sale of, the shares listed in row 10 - Shared Dispositive Power. The information set forth under Item 3 above and Item 6 of this Schedule 13D is hereby incorporated by reference. |
| (e) | Not applicable. |
| Item 6. | Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer |
Not applicable. |
| SIGNATURE | |
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
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