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Item 9A. Controls and Procedures

2026-03-18 compared with 2025-03-12 · 764 added, 733 removed, 541 unchanged (73% of the section changed)

8 unchanged sentences

of disclosure controls and procedures.

Accordingly, even effective disclosure controls and procedures can only provide reasonable assurance

Accordingly, effective disclosure controls and procedures can only provide reasonable assurance

of achieving their control objectives.

61 unchanged sentences

Report of Kesselman & Kesselman, Independent Registered Public Accounting Firm (PCAOB name:

Kesselman & Kesselman C.P.A.s and PCAOB

Kesselman & Kesselman C.P.A.s and

Consolidated Balance Sheets as of December 31, 2025 and 2024

6 unchanged sentences

Form 10-K Summary

Amended and Restated Certificate of Incorporation (incorporated by reference to Exhibit 3.1 to Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on November 9, 2015)

Amended and Restated Bylaws (incorporated by reference to Exhibit 3.2 to Current Report on Form 8-K filed with the Securities and Exchange Commission on June 29, 2021).

Certificate of Amendment to Amended and Restated Certificate of Incorporation of InspireMD, Inc.

(incorporated by reference to Exhibit 3.1 to the Current Report on Form 8-K filed on May 25, 2016)

and Restated Certificate of Incorporation (incorporated by reference to Exhibit 3.1 to Quarterly Report on Form 10-Q filed with the

Securities and Exchange Commission on November 9, 2015)

and Restated Bylaws (incorporated by reference to Exhibit 3.2 to Current Report on Form 8-K filed with the Securities and Exchange

Commission on June 29, 2021).

of Amendment to Amended and Restated Certificate of Incorporation of InspireMD, Inc.

(incorporated by reference to Exhibit 3.1 to

the Current Report on Form 8-K filed on May 25, 2016)

of Amendment to Amended and Restated Certificate of Incorporation of InspireMD, Inc.

(incorporated by reference to Exhibit 3.1 to

the Current Report on Form 8-K filed on September 29, 2016)

of Designation of Preferences, Rights and Limitations of Series C Convertible Preferred Stock (incorporated by reference to Exhibit

3.1 to the Current Report on Form 8-K filed on March 15, 2017)

of Amendment to Certificate of Designation of Preferences, Rights and Limitation of Series C Convertible Preferred Stock (incorporated

by reference to Exhibit 3.1 to the Current Report on Form 8-K filed on November 29, 2017)

of Amendment to Amended and Restated Certificate of Incorporation of InspireMD, Inc.

(incorporated by reference to Exhibit 3.1 to

the Current Report on Form 8-K filed on February 7, 2018)

of Amendment to Amended and Restated Certificate of Incorporation of InspireMD, Inc., dated March 27, 2019 (incorporated by reference

to Exhibit 3.1 to the Current Report on Form 8-K filed on March 28, 2019)

of Amendment to Amended and Restated Certificate of Incorporation of InspireMD, Inc., dated April 14, 2021 (incorporated by reference

to Exhibit 3.1 to Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on May 10, 2021)

Certificate of Amendment to Amended and Restated Certificate of Incorporation of InspireMD, Inc.

(incorporated by reference to Exhibit 3.1 to the Current Report on Form 8-K filed on September 13, 2023)

Certificate of Designation of Preferences, Rights and Limitations of Series C Convertible Preferred Stock (incorporated by reference to Exhibit 3.1 to the Current Report on Form 8-K filed on March 15, 2017)

Certificate of Amendment to Certificate of Designation of Preferences, Rights and Limitation of Series C Convertible Preferred Stock (incorporated by reference to Exhibit 3.1 to the Current Report on Form 8-K filed on November 29, 2017)

Certificate of Amendment to Certificate of Designation of Preferences, Rights and Limitation of Series B Convertible Preferred Stock (incorporated by reference to Exhibit 3.1 to the Current Report on Form 8-K filed on December 12, 2017)

Certificate of Amendment to Amended and Restated Certificate of Incorporation of InspireMD, Inc.

(incorporated by reference to Exhibit 3.1 to the Current Report on Form 8-K filed on February 7, 2018)

Certificate of Amendment to Certificate of Designation of Preferences, Rights and Limitation of Series D Convertible Preferred Stock (incorporated by reference to Exhibit 3.1 to the Current Report on Form 8-K filed on March 1, 2018)

Certificate of Amendment to Amended and Restated Certificate of Incorporation of InspireMD, Inc., dated March 27, 2019 (incorporated by reference to Exhibit 3.1 to the Current Report on Form 8-K filed on March 28, 2019)

Certificate of Amendment to Amended and Restated Certificate of Incorporation of InspireMD, Inc., dated April 14, 2021 (incorporated by reference to Exhibit 3.1 to Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on May 10, 2021)

Form of Common Stock Certificate (incorporated by reference to Exhibit 4.1 to Amendment No.

3 to Registration Statement on Form S-1 filed with the Securities and Exchange Commission on March 5, 2013)

Description of Securities (incorporated by reference to Exhibit 4.1 to the Annual Report on Form 10-K filed on March 5, 2024)

Form of Indemnity Agreement between InspireMD, Inc.

and each of the directors and executive officers thereof (incorporated by reference to Exhibit 10.22 to Amendment No.

of Common Stock Certificate (incorporated by reference to Exhibit 4.1 to Amendment No.

3 to Registration Statement on Form S-1 filed

with the Securities and Exchange Commission on March 5, 2013)

Description of Securities

of Indemnity Agreement between InspireMD, Inc.

and each of the directors and executive officers thereof (incorporated by reference

to Exhibit 10.22 to Amendment No.

1 to Registration Statement on Form S-1 filed with the Securities and Exchange Commission on August

InspireMD, Inc.

2013 Long-Term Incentive Plan (incorporated by reference to Exhibit 10.1 to Current Report on Form 8-K filed with the Securities and Exchange Commission on December 20, 2013)

2013 Long-Term Incentive Plan (incorporated by reference to Exhibit 10.1 to Current Report on Form 8-K filed with the Securities

and Exchange Commission on December 20, 2013)

of Incentive Stock Option Award Agreement under the InspireMD, Inc.

2013 Long-Term Incentive Plan (incorporated by reference to Exhibit

99.2 to Registration Statement on Form S-8 filed with the Securities and Exchange Commission on June 5, 2014)

of Nonqualified Stock Option Award Agreement under the InspireMD, Inc.

2013 Long-Term Incentive Plan (incorporated by reference to

Exhibit 99.3 to Registration Statement on Form S-8 filed with the Securities and Exchange Commission on June 5, 2014)

of Restricted Stock Award Agreement under the InspireMD, Inc.

2013 Long-Term Incentive Plan (incorporated by reference to Exhibit

99.4 to Registration Statement on Form S-8 filed with the Securities and Exchange Commission on June 5, 2014)

of Restricted Stock Unit Award Agreement under the InspireMD, Inc.

2013 Long-Term Incentive Plan (incorporated by reference to Exhibit

99.5 to Registration Statement on Form S-8 filed with the Securities and Exchange Commission on June 5, 2014)

of Section 3(i) Stock Option Award Agreement under the InspireMD, Inc.

2013 Long-Term Incentive Plan (Israeli) (incorporated by reference

to Exhibit 99.6 to Registration Statement on Form S-8 filed with the Securities and Exchange Commission on June 5, 2014)

of Section 102 Capital Gain Stock Option Award Agreement under the InspireMD, Inc.

2013 Long-Term Incentive Plan (Israeli) (incorporated

by reference to Exhibit 99.7 to Registration Statement on Form S-8 filed with the Securities and Exchange Commission on June 5, 2014)

of Section 102 Capital Gain Restricted Stock Award Agreement under the InspireMD, Inc.

2013 Long-Term Incentive Plan (Israeli) (incorporated

by reference to Exhibit 99.8 to Registration Statement on Form S-8 filed with the Securities and Exchange Commission on June 5, 2014)

of Stock Option Award Agreement under the InspireMD, Inc.

2013 Long-Term Incentive Plan (European) (incorporated by reference to

Exhibit 99.9 to Registration Statement on Form S-8 filed with the Securities and Exchange Commission on June 5, 2014)

of Restricted Stock Award Agreement under the InspireMD, Inc.

2013 Long-Term Incentive Plan (European) (incorporated by reference

to Exhibit 99.10 to Registration Statement on Form S-8 filed with the Securities and Exchange Commission on June 5, 2014)

of Stock Option Award Agreement outside the InspireMD, Inc.

2013 Long-Term Incentive Plan (incorporated by reference to Exhibit 99.11

to Registration Statement on Form S-8 filed with the Securities and Exchange Commission on June 5, 2014)

Amendment to the InspireMD, Inc.

2013 Long-Term Incentive Plan (incorporated by reference to Exhibit 10.1 to the Current Report on

Form 8-K filed on September 9, 2015)

Amendment to the InspireMD, Inc.

2013 Long-Term Incentive Plan (incorporated by reference to Exhibit 10.1 to the Current Report on

Form 8-K filed on May 25, 2016)

Amendment to the InspireMD, Inc.

2013 Long-Term Incentive Plan (incorporated by reference to Exhibit 10.1 to the Current Report on

Form 8-K filed on September 29, 2016)

Amendment to the InspireMD, Inc.

2013 Long-Term Incentive Plan (incorporated by reference to Exhibit 10.1 to the Current Report on

Form 8-K filed on October 26, 2018)

Amendment to the InspireMD, Inc.

2013 Long-Term Incentive Plan (incorporated by reference to Exhibit 10.1 to the Current Report on

Form 8-K filed on March 21, 2019)

Agreement, dated December 9, 2019, by and between the Company and Marvin Slosman (incorporated by reference to Exhibit 10.2 to the

Current Report on Form 8-K filed on December 10, 2019).

Amendment to Employment Agreement, dated December 31, 2019, by and between the Company and Marvin Slosman (incorporated by reference

to Exhibit 10.2 to the Current Report on Form 8-K filed on January 6, 2020).

Stock Option Agreement, by and between the Company and Marvin Slosman (incorporated by reference to Exhibit 10.60 to the Annual Report

on Form 10-K filed on March 10, 2020)

Stock Unit Award agreement, by and between the Company and Marvin Slosman (incorporated by reference to Exhibit 10.61 to the Annual

Report on Form 10-K filed on March 10, 2020)

of Series F Warrant (incorporated by reference to Exhibit 4.5 to the Company’s Registration Statement on Form S-1, Amendment

1, filed with the SEC on June 1, 2020 (File No.

333-238247)).

of Series G Warrant (incorporated by reference to Exhibit 4.5 to the Company’s Registration Statement on Form S-1, Amendment

1, filed with the SEC on February 3, 2021 (File No.

Amendment to the InspireMD, Inc.

2013 Long-Term Incentive Plan (incorporated by reference to Exhibit 10.1 to the Current Report on

Form 8-K filed on August 31, 2020)

Amendment to the InspireMD, Inc.

2013 Long-Term Incentive Plan (incorporated by reference to Exhibit 10.1 to the Quarterly Report

on Form 10-Q filed on August 9, 2021)

Amendment to Employment Agreement, dated November 8, 2021, by and between InspireMD, Inc.

and Marvin Slosman (incorporated by reference

to Exhibit 10.1 to the Quarterly Report on Form 10-Q filed on November 8, 2021).

Equity Compensation Plan (incorporated by reference to Annex A to the registrant’s Proxy Statement on Schedule 14A filed with

the Commission on August 12, 2021).

of Nonqualified Stock Option Agreement for U.S.

employees under the 2021 Equity Incentive Plan (incorporated by reference to Exhibit

10.53 to the Annual Report on Form 10-K filed on March 7, 2022)

of Nonqualified Stock Option Agreement for European employees under the 2021 Equity Incentive Plan (incorporated by reference to

Exhibit 10.54 to the Annual Report on Form 10-K filed on March 7, 2022)

of Nonqualified Stock Option Agreement for consultants under the 2021 Equity Incentive Plan (incorporated by reference to Exhibit

10.55 to the Annual Report on Form 10-K filed on March 7, 2022)

of Nonqualified Stock Option Agreement for Israeli employees under the 2021 Equity Incentive Plan (incorporated by reference to Exhibit

10.56 to the Annual Report on Form 10-K filed on March 7, 2022)

of Nonqualified Stock Option Agreement for U.S.

directors under the 2021 Equity Incentive Plan (incorporated by reference to Exhibit

10.57 to the Annual Report on Form 10-K filed on March 7, 2022)

of Restricted Stock Award Agreement for U.S.

employees under the 2021 Equity Incentive Plan (incorporated by reference to Exhibit

10.58 to the Annual Report on Form 10-K filed on March 7, 2022)

of Restricted Stock Award Agreement for U.S.

directors under the 2021 Equity Incentive Plan (incorporated by reference to Exhibit

10.59 to the Annual Report on Form 10-K filed on March 7, 2022)

of Restricted Stock Award Agreement for Israeli employees under the 2021 Equity Incentive Plan (incorporated by reference to Exhibit

10.60 to the Annual Report on Form 10-K filed on March 7, 2022)

of Restricted Stock Award Agreement for European employees under the 2021 Equity Incentive Plan (incorporated by reference to Exhibit

10.61 to the Annual Report on Form 10-K filed on March 7, 2022)

of Restricted Stock Unit Award Agreement under the 2021 Equity Incentive Plan (incorporated by reference to Exhibit 10.62 to the

Annual Report on Form 10-K filed on March 7, 2022)

Amendment to Employment Agreement, dated January 5, 2023, by and between InspireMD, Inc.

and Marvin Slosman (incorporated by reference

to Exhibit 10.64 to the Annual Report on Form 10-K filed on March 30, 2023)

Agreement, dated November 2, 2020, by and between the Company and Andrea Tommasoli (incorporated by reference to Exhibit 10.66 to

the Annual Report on Form 10-K filed on March 30, 2023)

of Securities Purchase Agreement dated as of May 12, 2023 between the Company and purchasers identified therein (incorporated by

reference to Exhibit 10.1 of the Current Report on Form 8-K dated May 15, 2023)

of Pre-Funded Warrant dated May 15, 2023 (incorporated by reference to Exhibit 10.2 of the Current Report on Form 8-K dated May 15,

of Series J Warrant dated May 15, 2023 (incorporated by reference to Exhibit 10.5 of the Current Report on Form 8-K dated May 15,

of Series K Warrant dated May 15, 2023 (incorporated by reference to Exhibit 10.6 of the Current Report on Form 8-K dated May 15,

of Registration Rights Agreement dated as of May 12, 2023 between the Company and purchaser identified therein (incorporated by reference

to Exhibit 10.7 of the Current Report on Form 8-K dated May 15, 2023)

Amendment to Employment Agreement, dated April 1, 2024, by and between InspireMD, Inc.

and Marvin Slosman (incorporated by reference

to Exhibit 10.1 of the Current Report on Form 8-K dated April 2, 2024)

Distribution Agreement by and between InspireMD, Inc.

and Piper Sandler & Co., dated May 31, 2024 (incorporated by reference

to Exhibit 10.1 of the Current Report on Form 8-K dated May 31, 2024)

2024 Inducement Plan (incorporated by reference to Exhibit 10.1 of the Current Report on Form 8-K dated October 1, 2024)

of Inducement Restricted Stock Award Agreement (incorporated by reference to Exhibit 10.2 of the Current Report on Form 8-K dated

October 1, 2024)

of Inducement Nonqualified Stock Option Agreement (incorporated by reference to Exhibit 10.3 of the Current Report on Form 8-K dated

October 1, 2024)

of Inducement Restricted Stock Unit Award Agreement (incorporated by reference to Exhibit 10.4 of the Current Report on Form 8-K

dated October 1, 2024)

Agreement, dated October 9, 2024, by and between InspireMD, Inc.

and ROIB Waterford, LLC (incorporated by reference to Exhibit 10.1

of the Current Report on Form 8-K dated October 15, 2024)

Employment Agreement, dated February 12, 2023, by and between InspireMD, Inc.

and Shane Gleason (incorporated by reference to Exhibit 10.68 to the Annual Report on Form 10-K filed on March 12, 2025)

Employment Agreement, dated June 2, 2025, by and between the Company and Michael Lawless (incorporated by reference to Exhibit 99.2 of the Current Report on Form 8-K dated June 3, 2025)

Form of Securities Purchase Agreement dated as of July 30, 2025 between the Company and purchasers identified therein (incorporated by reference to Exhibit 10.1 of the Current Report on Form 8-K dated July 31, 2025)

Form of Pre-Funded Warrant (incorporated by reference to Exhibit 10.2 of the Current Report on Form 8-K dated July 31, 2025)

Form of Registration Rights Agreement (incorporated by reference to Exhibit 10.3 of the Current Report on Form 8-K dated July 31, 2025)

Amended and Restated Employment Agreement, dated May 5, 2014, by and between InspireMD, Inc.

and Craig Shore (incorporated by reference to Exhibit 10.2 to Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on May 7, 2014)

First Amendment to the InspireMD, Inc.

Amended and Restated 2011 UMBRELLA Option Plan (incorporated by reference to Exhibit 10.3 to Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on May 7, 2014)

Form of Incentive Stock Option Award Agreement under the InspireMD, Inc.

2013 Long-Term Incentive Plan (incorporated by reference to Exhibit 99.2 to Registration Statement on Form S-8 filed with the Securities and Exchange Commission on June 5, 2014)

Form of Nonqualified Stock Option Award Agreement under the InspireMD, Inc.

2013 Long-Term Incentive Plan (incorporated by reference to Exhibit 99.3 to Registration Statement on Form S-8 filed with the Securities and Exchange Commission on June 5, 2014)

Form of Restricted Stock Award Agreement under the InspireMD, Inc.

2013 Long-Term Incentive Plan (incorporated by reference to Exhibit 99.4 to Registration Statement on Form S-8 filed with the Securities and Exchange Commission on June 5, 2014)

Form of Restricted Stock Unit Award Agreement under the InspireMD, Inc.

2013 Long-Term Incentive Plan (incorporated by reference to Exhibit 99.5 to Registration Statement on Form S-8 filed with the Securities and Exchange Commission on June 5, 2014)

Form of Section 3(i) Stock Option Award Agreement under the InspireMD, Inc.

2013 Long-Term Incentive Plan (Israeli) (incorporated by reference to Exhibit 99.6 to Registration Statement on Form S-8 filed with the Securities and Exchange Commission on June 5, 2014)

Form of Section 102 Capital Gain Stock Option Award Agreement under the InspireMD, Inc.

2013 Long-Term Incentive Plan (Israeli) (incorporated by reference to Exhibit 99.7 to Registration Statement on Form S-8 filed with the Securities and Exchange Commission on June 5, 2014)

Form of Section 102 Capital Gain Restricted Stock Award Agreement under the InspireMD, Inc.

2013 Long-Term Incentive Plan (Israeli) (incorporated by reference to Exhibit 99.8 to Registration Statement on Form S-8 filed with the Securities and Exchange Commission on June 5, 2014)

Form of Stock Option Award Agreement under the InspireMD, Inc.

2013 Long-Term Incentive Plan (European) (incorporated by reference to Exhibit 99.9 to Registration Statement on Form S-8 filed with the Securities and Exchange Commission on June 5, 2014)

Form of Restricted Stock Award Agreement under the InspireMD, Inc.

2013 Long-Term Incentive Plan (European) (incorporated by reference to Exhibit 99.10 to Registration Statement on Form S-8 filed with the Securities and Exchange Commission on June 5, 2014)

Form of Stock Option Award Agreement outside the InspireMD, Inc.

2013 Long-Term Incentive Plan (incorporated by reference to Exhibit 99.11 to Registration Statement on Form S-8 filed with the Securities and Exchange Commission on June 5, 2014)

First Amendment to Amended and Restated Employment Agreement, dated January 5, 2015, by and between InspireMD, Inc.

and Craig Shore (incorporated by reference to Exhibit 10.3 to Current Report on Form 8-K filed with the Securities and Exchange Commission on January 6, 2015)

First Amendment to the InspireMD, Inc.

2013 Long-Term Incentive Plan (incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K filed on September 9, 2015)

Second Amendment to the InspireMD, Inc.

2013 Long-Term Incentive Plan (incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K filed on May 25, 2016)

Second Amendment to Amended and Restated Employment Agreement, dated July 25, 2016, by and between InspireMD, Inc.

and Craig Shore agent (incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K filed on July 29, 2016)

Third Amendment to the InspireMD, Inc.

2013 Long-Term Incentive Plan (incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K filed on September 29, 2016)

Director Offer Letter, between InspireMD, Inc.

and Thomas J.

Kester, dated September 6, 2016

Fourth Amendment to the InspireMD, Inc.

2013 Long-Term Incentive Plan (incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K filed on October 26, 2018)

Fifth Amendment to the InspireMD, Inc.

2013 Long-Term Incentive Plan (incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K filed on March 21, 2019)

Third Amendment to Amended and Restated Employment Agreement, dated March 25, 2019, by and between InspireMD, Inc.

and Craig Shore (incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K filed on March 28, 2019)

Employment Agreement, dated December 9, 2019, by and between the Company and Marvin Slosman (incorporated by reference to Exhibit 10.2 to the Current Report on Form 8-K filed on December 10, 2019).

First Amendment to Employment Agreement, dated December 31, 2019, by and between the Company and Marvin Slosman (incorporated by reference to Exhibit 10.2 to the Current Report on Form 8-K filed on January 6, 2020).

Nonqualified Stock Option Agreement, by and between the Company and Marvin Slosman (incorporated by reference to Exhibit 10.60 to the Annual Report on Form 10-K filed on March 10, 2020)

Restricted Stock Unit Award agreement, by and between the Company and Marvin Slosman (incorporated by reference to Exhibit 10.61 to the Annual Report on Form 10-K filed on March 10, 2020)

Form of Series F Warrant (incorporated by reference to Exhibit 4.5 to the Company’s Registration Statement on Form S-1, Amendment No.

1, filed with the SEC on June 1, 2020 (File No.

333-238247)).

Form of Underwriter Warrant (incorporated by reference to Exhibit 1.1 to the Company’s Registration Statement on Form S-1, Amendment No.

1, filed with the SEC on June 1, 2020 (File No.

Form of Series G Warrant (incorporated by reference to Exhibit 4.5 to the Company’s Registration Statement on Form S-1, Amendment No.

1, filed with the SEC on February 3, 2021 (File No.

Form of Underwriter Warrant (incorporated by reference to Exhibit 4.6 to the Company’s Registration Statement on Form S-1, Amendment No.

1, filed with the SEC on February 3, 2021 (File No.

Sixth Amendment to the InspireMD, Inc.

2013 Long-Term Incentive Plan (incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K filed on August 31, 2020)

Seventh Amendment to the InspireMD, Inc.

2013 Long-Term Incentive Plan (incorporated by reference to Exhibit 10.1 to the Quarterly Report on Form 10-Q filed on August 9, 2021)

First Amendment to Employment Agreement, dated November 8, 2021, by and between InspireMD, Inc.

and Marvin Slosman (incorporated by reference to Exhibit 10.1 to the Quarterly Report on Form 10-Q filed on November 8, 2021).

Fourth Amendment to Employment Agreement, dated August 14, 2020, by and between InspireMD, Inc.

and Craig Shore (incorporated by reference to Exhibit 10.62 to the Annual Report on Form 10-K filed on March 5, 2024)

Fifth Amendment to Employment Agreement, dated November 4, 2021, by and between InspireMD, Inc.

2 unchanged sentences

and Craig Shore (incorporated by reference to Exhibit 10.51 to the Annual Report on Form 10-K filed on March 7, 2022)

2021 Equity Compensation Plan (incorporated by reference to Annex A to the registrant’s Proxy Statement on Schedule 14A filed with the Commission on August 12, 2021).

Form of Nonqualified Stock Option Agreement for U.S.

employees under the 2021 Equity Incentive Plan (incorporated by reference to Exhibit 10.53 to the Annual Report on Form 10-K filed on March 7, 2022)

Form of Nonqualified Stock Option Agreement for European employees under the 2021 Equity Incentive Plan (incorporated by reference to Exhibit 10.54 to the Annual Report on Form 10-K filed on March 7, 2022)

Form of Nonqualified Stock Option Agreement for consultants under the 2021 Equity Incentive Plan (incorporated by reference to Exhibit 10.55 to the Annual Report on Form 10-K filed on March 7, 2022)

Form of Nonqualified Stock Option Agreement for Israeli employees under the 2021 Equity Incentive Plan (incorporated by reference to Exhibit 10.56 to the Annual Report on Form 10-K filed on March 7, 2022)

Form of Nonqualified Stock Option Agreement for U.S.

directors under the 2021 Equity Incentive Plan (incorporated by reference to Exhibit 10.57 to the Annual Report on Form 10-K filed on March 7, 2022)

Form of Restricted Stock Award Agreement for U.S.

employees under the 2021 Equity Incentive Plan (incorporated by reference to Exhibit 10.58 to the Annual Report on Form 10-K filed on March 7, 2022)

Form of Restricted Stock Award Agreement for U.S.

directors under the 2021 Equity Incentive Plan (incorporated by reference to Exhibit 10.59 to the Annual Report on Form 10-K filed on March 7, 2022)

Form of Restricted Stock Award Agreement for Israeli employees under the 2021 Equity Incentive Plan (incorporated by reference to Exhibit 10.60 to the Annual Report on Form 10-K filed on March 7, 2022)

Form of Restricted Stock Award Agreement for European employees under the 2021 Equity Incentive Plan (incorporated by reference to Exhibit 10.61 to the Annual Report on Form 10-K filed on March 7, 2022)

Form of Restricted Stock Unit Award Agreement under the 2021 Equity Incentive Plan (incorporated by reference to Exhibit 10.62 to the Annual Report on Form 10-K filed on March 7, 2022)

Third Amendment to Employment Agreement, dated January 5, 2023, by and between InspireMD, Inc.

and Marvin Slosman (incorporated by reference to Exhibit 10.64 to the Annual Report on Form 10-K filed on March 30, 2023)

Seventh Amendment to Employment Agreement, dated January 18, 2023, by and between InspireMD, Inc.

and Craig Shore (incorporated by reference to Exhibit 10.65 to the Annual Report on Form 10-K filed on March 30, 2023)

Employment Agreement, dated November 2, 2020, by and between the Company and Andrea Tommasoli (incorporated by reference to Exhibit 10.66 to the Annual Report on Form 10-K filed on March 30, 2023)

Form of Securities Purchase Agreement dated as of May 12, 2023 between the Company and purchaser identified therein (incorporated by reference to Exhibit 10.1 of the Current Report on Form 8-K dated May 15, 2023)

Form of Pre-Funded Warrant dated May 15, 2023 (incorporated by reference to Exhibit 10.2 of the Current Report on Form 8-K dated May 15, 2023)

Form of Series H Warrant dated May 15, 2023 (incorporated by reference to Exhibit 10.3 of the Current Report on Form 8-K dated May 15, 2023)

Form of Series I Warrant dated May 15, 2023 (incorporated by reference to Exhibit 10.4 of the Current Report on Form 8-K dated May 15, 2023)

Form of Series J Warrant dated May 15, 2023 (incorporated by reference to Exhibit 10.5 of the Current Report on Form 8-K dated May 15, 2023)

Form of Series K Warrant dated May 15, 2023 (incorporated by reference to Exhibit 10.6 of the Current Report on Form 8-K dated May 15, 2023)

Form of Registration Rights Agreement dated as of May 12, 2023 between the Company and purchaser identified therein (incorporated by reference to Exhibit 10.7 of the Current Report on Form 8-K dated May 15, 2023)

Fourth Amendment to Employment Agreement, dated August 14, 2020, by and between InspireMD, Inc.

and Craig Shore (incorporated by reference to Exhibit 10.62 to the Annual Report on Form 10-K filed on March 5, 2024)

Fourth Amendment to Employment Agreement, dated April 1, 2024, by and between InspireMD, Inc.

and Marvin Slosman (incorporated by reference to Exhibit 10.1 of the Current Report on Form 8-K dated April 2, 2024)

Eighth Amendment to Employment Agreement, dated April 1, 2024, by and between InspireMD, Inc.

and Craig Shore (incorporated by reference to Exhibit 10.2 of the Current Report on Form 8-K dated April 2, 2024)

Equity Distribution Agreement by and between InspireMD, Inc.

and Piper Sandler & Co., dated May 31, 2024 (incorporated by reference to Exhibit 10.1 of the Current Report on Form 8-K dated May 31, 2024)

InspireMD, Inc.

2024 Inducement Plan (incorporated by reference to Exhibit 10.1 of the Current Report on Form 8-K dated October 1, 2024)

Form of Inducement Restricted Stock Award Agreement (incorporated by reference to Exhibit 10.2 of the Current Report on Form 8-K dated October 1, 2024)

Form of Inducement Nonqualified Stock Option Agreement (incorporated by reference to Exhibit 10.3 of the Current Report on Form 8-K dated October 1, 2024)

Form of Inducement Restricted Stock Unit Award Agreement (incorporated by reference to Exhibit 10.4 of the Current Report on Form 8-K dated October 1, 2024)

Lease Agreement, dated October 9, 2024, by and between InspireMD, Inc.

and ROIB Waterford, LLC (incorporated by reference to Exhibit 10.1 of the Current Report on Form 8-K dated October 15, 2024)

Ninth Amendment to Employment Agreement, dated December 10, 2024, by and between InspireMD, Inc.

and Craig Shore (incorporated by reference to Exhibit 10.1 of the Current Report on Form 8-K dated December 12, 2024)

Employment Agreement, dated Fe bruary 12, 2023, by and between InspireMD, Inc.

and Shane Gleason

Insider Trading Policy

32 unchanged sentences

executive officer)

Michael Lawless

Financial Officer, Chief Administrative Officer, Secretary and Treasurer

2 unchanged sentences

Michael Berman

Kathryn Arnold

Raymond Cohen

FINANCIAL STATEMENTS

13 unchanged sentences

and its subsidiaries (the “Company”) as of December

31, 2024 and 2023, and the related consolidated statements of operations, changes in equity and cash flows for each of the two years

ended December 31,2024, including the related notes (collectively referred to as the “consolidated financial statements”).

In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company

as of December 31, 2024 and 2023, and the results of its operations and its cash flows for each of the two years ended December 31, 2024

in conformity with accounting principles generally accepted in the United States of America.

31, 2025 and 2024, and the related consolidated statements of operations, changes in equity and cash flows for the years then ended,

including the related notes (collectively referred to as the “consolidated financial statements”).

In our opinion, the consolidated

financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2025 and 2024,

and the results of its operations and its cash flows for the years then ended in conformity with accounting principles generally accepted

in the United States of America.

Doubt About the Company’s Ability to Continue as a Going Concern

13 unchanged sentences

federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

conducted our audits of these consolidated financial statements in accordance with the standards of the PCAOB.

We conducted our audits of these consolidated financial statements in accordance with the standards of the PCAOB.

Those standards require

6 unchanged sentences

Accordingly, we express no such opinion.

audits included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether

due to error or fraud, and performing procedures that respond to those risks.

Such procedures included examining, on a test basis, evidence

regarding the amounts and disclosures in the consolidated financial statements.

Our audits also included evaluating the accounting principles

used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements.

Our audits included performing procedures to assess the risks of material misstatement

of the consolidated financial statements, whether due to error or fraud, and performing procedures that respond to those risks.

procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements.

Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating

the overall presentation of the consolidated financial statements.

We believe that our audits provide a reasonable basis for our opinion.

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statements and (ii) involved our especially challenging, subjective, or complex judgments.

determined there are no critical audit matters.

/s/ Kessleman & Kesselman

We determined there are no critical audit

Kesselman & Kesselman

Public Accountants (Isr.)

member of PricewaterhouseCoopers International Limited

member firm of PricewaterhouseCoopers International Limited

have served as the Company’s auditor since 2010.

BALANCE SHEETS

dollars in thousands and except share and per share data)

dollars in thousands, except share and per share data)

CURRENT ASSETS:

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Prepaid expenses

CURRENT ASSETS

TOTAL CURRENT ASSETS

NON-CURRENT ASSETS:

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Operating lease right of

in respect of employee rights upon retirement

NON-CURRENT ASSETS

Fund in respect of employee

rights upon retirement

TOTAL NON-CURRENT ASSETS

BALANCE SHEETS

dollars in thousands, except share and per share data)

LIABILITIES AND EQUITY

CURRENT LIABILITIES:

Accounts payable and accruals:

CURRENT LIABILITIES

Accounts payable and

TOTAL CURRENT LIABILITIES

LONG-TERM LIABILITIES:

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net of current maturities

for employee rights upon retirement and others

LONG-TERM LIABILITIES

Liability for employee

rights upon retirement and others

TOTAL LONG-TERM LIABILITIES

TOTAL LIABILITIES

COMMITMENTS AND CONTINGENT

LIABILITIES (Note 8)

Common stock, par value

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at December 31, 2025 and 2024, respectively

Preferred C shares, par value $ 0.0001 per

Preferred C shares,

par value $ 0.0001 per share;

1,172,000 shares authorized at December 31, 2025 and 2024;

1,718 shares issued and outstanding at December 31, 2024 and 2023;

1,718 shares issued and outstanding

at December 31, 2025 and 2024, respectively

Additional paid-in capital

liabilities and equity

Accumulated deficit

Total liabilities and

* Represents an amount

less than $1thousand

accompanying notes are an integral part of the consolidated financial statements.

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Selling and marketing

and administrative

operating expenses

General and administrative

Total operating expenses

LOSS FROM OPERATIONS

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LOSS BEFORE TAX EXPENSES

LOSS PER SHARE - basic and diluted

AVERAGE NUMBER OF ORDINARY SHARES USED IN COMPUTING NET LOSS PER SHARE - basic and diluted

NET LOSS PER SHARE -

basic and diluted

AVERAGE NUMBER OF COMMON STOCK USED IN COMPUTING NET LOSS PER SHARE - basic and diluted

accompanying notes are an integral part of the consolidated financial statements.

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dollars in thousands, except share data)

BALANCE as of January 1, 2023

Exercise of pre-funded

of common shares, pre-funded warrants and warrants, net of $ 4,635 issuance costs

compensation related to stock, restricted stock, restricted stock units and stock options award, net of forfeitures of 29,695 shares

BALANCE as of December

of January 1, 2025

of pre-funded warrants **

of common stock, included at the market offering and pre-funded warrants net of $ 3,148 issuance costs

of Warrants Series I to 10,561,685 pre-funded warrants and 2,352,393 common stock, net of $ 1,000 issuance costs

compensation related to restricted stock, restricted stock units and stock options award, net of forfeitures of 256,170 shares

as of December 31, 2025

* Represents an amount

less than $1 thousand

** Until June 30,

2025, pre-funded warrants were exercised on a cashless basis;

from July 1 through December 31, 2025, pre-funded warrants were exercised

accompanying notes are an integral part of the consolidated financial statements.

STATEMENTS OF CHANGES IN EQUITY

dollars in thousands, except share data)

BALANCE as of January 1, 2024

Balance, value

Exercise of pre-funded

of January 1, 2024

of pre-funded warrants

of Warrants Series H to 12,621,090 pre-funded warrants and 292,996 common stock, net of $ 1,000 issuance costs

of common stock, included at the market offering net of $ 81 issuance costs

compensation related to stock, restricted stock, restricted stock units and stock options award, net of forfeitures of 128,660 shares

BALANCE as of December

Balance, value

compensation related to restricted stock, restricted stock units and stock options award, net of forfeitures of 128,660 shares

as of December 31, 2024

* Represents an amount

less than $1 thousand

accompanying notes are an integral part of the consolidated financial statements.

STATEMENTS OF CASH FLOWS

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CASH FLOWS FROM OPERATING

Adjustments required to

reconcile net loss to net cash used in operating activities:

Adjustments required

to reconcile net loss to net cash used in operating activities:

Gain from sale of property,

plant and equipment

Change in fair value of

markable securities, net of interest received

Change in liability for

employees rights upon retirement

Other financial expense

Change in operating right

of use asset and operating leasing liability

Change in fair value

of marketable securities, net of interest received

Change in liability

for employees rights upon retirement

Other financial income

Change in operating

right of use asset and operating leasing liability

Share-based compensation

Decrease in interest receivable

on short term deposits

Gain on amounts funded

in respect of employee rights upon retirement, net

Changes in operating asset

and liability items:

Decrease (increase) in

prepaid expenses

Decrease (increase) in

trade receivables

Increase in other receivables

Changes in operating

asset and liability items:

Increase in prepaid

Decrease (increase)

in trade receivables

Decrease (increase)

in other receivables

Increase in inventory

Increase in trade payables

in other payables

Increase in other payables

Net cash used in operating

CASH FLOWS FROM INVESTING

Purchase of property, plant

and equipment

Proceeds from sale of property,

Purchase of property,

plant and equipment

Proceeds from sale of

property, plant and equipment

Investment in long-term

Investment in short-term

bank deposits

Investments in marketable

Proceeds from matured marketable

Proceeds from matured

marketable securities

Amounts funded in respect

of employee rights upon retirement

from short-term bank deposits

cash provided by (used in) investing activities

Amounts withdrawn in

respect of employee rights upon retirement

Net cash provided by

(used in) investing activities

CASH FLOWS FROM FINANCING

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of warrants, net of $ 1,000 issuance costs

from issuance of shares and warrants, net of $ 81 and $ 4,635 issuance costs, respectively

cash provided by (used in) financing activities

OF EXCHANGE RATE CHANGES ON CASH AND CASH EQUIVALENTS

INCREASE IN CASH AND CASH

OF CASH AND CASH EQUIVALENTS AT BEGINNING OF YEAR

OF CASH AND CASH EQUIVALENTS AT END OF YEAR

SUPPLEMENTAL NON-CASH INVESTING

AND FINANCING ACTIVITIES:

Acquisition of right-of-use assets by means

of lease liabilities

Non-cash lease incentive

Decrease in right-of-use assets and lease liabilities

due to shortening lease term

Non-cash purchase of property and equipment

Proceeds from issuance

of shares and pre-funded warrants, net of $ 3,148 and $ 81 issuance costs, respectively

Net cash provided by

financing activities

EFFECT OF EXCHANGE RATE

CHANGES ON CASH AND CASH EQUIVALENTS

INCREASE (DECREASE) IN

CASH AND CASH EQUIVALENTS

BALANCE OF CASH AND CASH

EQUIVALENTS AT BEGINNING OF YEAR

BALANCE OF CASH AND CASH

EQUIVALENTS AT END OF YEAR

SUPPLEMENTAL NON-CASH

INVESTING AND FINANCING ACTIVITIES:

Acquisition of right-of-use

assets by means of lease liabilities

Non-cash purchase of

property and equipment

accompanying notes are an integral part of the consolidated financial statements.

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1 - DESCRIPTION OF BUSINESS

Inc., a Delaware corporation (the “Company”), together with its subsidiaries, including InspireMD Ltd., an Israeli corporation,

and InspireMD GmbH, a German corporation, is a medical device company focusing on the development and commercialization of products

for the treatment of carotid artery disease and other vascular disease, including the Company’s proprietary CGuard™ stent

A stent is an expandable scaffold-like device, usually constructed of a metallic material, that is inserted into the lumen

of an artery to create patency and improved blood flow.

A sleeve of MicroNet™ mesh is attached over a stent to provide embolic

protection both during and after stenting procedures.

Company’s carotid product (CGuard™ EPS) combines MicroNet and a self-expandable nitinol stent in a single device to treat

carotid artery disease.

Company markets its products through distributors in international markets, mainly in Europe, and is seeking FDA approval for its

CGuard Prime carotid stent system to enter the U.S.

Inc., a Delaware corporation (the “Company”), together with its subsidiaries

in Israel and Germany, is a medical device company specializing in the development and commercialization

of products for the treatment of carotid artery disease and other vascular conditions.

Company’s portfolio includes two commercial products based on its proprietary CGuard™

carotid stent technology, designed to provide market-leading embolic protection during and

after stenting procedures.

A stent is an expandable scaffold-like metallic device placed

in an artery to widen the lumen and restore blood flow.

Company’s first product, the CGuard™ Carotid Embolic Prevention System (“CGuard EPS”), integrates a self-expanding

nitinol stent with a MicroNet™ mesh sleeve as a single device for carotid artery revascularization.

In January 2024, the Company

received CE Mark recertification for CGuard EPS under the EU Medical Device Regulation (“MDR”).

The Company’s CGuard

EPS previously held CE Mark approval under the former Medical Device Directive (“MDD”).

CGuard EPS is marketed in over

30 countries outside the United States, mainly in Europe, through a network of distributors.

Company’s second product, the CGuard™ Prime Carotid Stent System (“CGuard Prime”), uses the same stent and

MicroNet mesh with a differentiated deployment mechanism.

CGuard Prime received premarket approval (“PMA”) by the U.S.

Food and Drug Administration (“FDA”) on June 23, 2025, and is marketed exclusively in the United States through the Company’s

direct salesforce.

It also received MDR CE Mark approval on June 12, 2025.

Company has an accumulated deficit as of December 31, 2025, as well as a history of net losses and negative operating cash flows.

The Company expects to continue incurring losses and negative cash flows from operations until its product, CGuard™ EPS, reaches

commercial profitability.

As a result of these expected losses and negative cash flows from operations, along with the Company’s

current cash position, the Company does not have sufficient resources to fund operations for at least the next 12 months.

there is substantial doubt about the Company’s ability to continue as a going concern.

These consolidated financial statements

have been prepared assuming that the Company will continue as a going concern and do not include any adjustments that might result

from the outcome of this uncertainty.

plans include the continued commercialization of the Company’s product and raising capital through the sale of additional equity

securities, debt or capital inflows from strategic partnerships and exercises of warrants.

There are no assurances however, that

the Company will be successful in obtaining the level of financing needed for its operations.

If the Company is unsuccessful in commercializing

its products and raising capital, it may need to reduce activities, curtail or cease operations.

The Company expects to continue incurring losses and negative cash flows from operations until the Company expands its commercial

revenue to a scale that funds its commercial resources, development activities and support functions.

As a result of these expected

losses and negative cash flows from operations, along with the Company’s current cash position, the Company does not have sufficient

resources to fund operations for at least the next 12 months.

Therefore, there is substantial doubt about the Company’s ability

to continue as a going concern.

These consolidated financial statements have been prepared assuming that the Company will continue

as a going concern and do not include any adjustments that might result from the outcome of this uncertainty.

plans include the continued commercialization of the Company’s products and raising capital through the sale of additional

equity securities, debt or capital inflows from strategic partnerships and exercises of warrants.

There are no assurances, however,

that the Company will be successful in obtaining the level of financing needed for its operations.

If the Company is unsuccessful

in commercializing its products and raising capital, it may need to reduce activities, curtail or cease operations.

Related to the Company’s Operations in Israel

October 2023, Israel was attacked by a terrorist organization and entered a state of war on several fronts.

As of the date of these

consolidated financial statements, sustained conflict in the region is ongoing and Israel has entered into certain ceasefires, the

results of which are uncertain.

The Company operations, including its production facility, are located in Israel.

Currently, such

activities in Israel remain largely unaffected.

the years ended December 31, 2024 and 2023, the impact of this war on the Company’s results of operations and financial condition

was immaterial, but such impact may increase, which could be material, as a result of the continuation, escalation or expansion of

Risks Related to the Geopolitical and Military Tensions

Between Russia and Ukraine in Europe

The Company derived approximately 14.5 % and 13.5 %

in the years ended December 31, 2024 and 2023, respectively, of total sales in Russia and Belarus.

The escalation of geopolitical instability

in Russia and Ukraine as well as currency fluctuations in the Russian Ruble could negatively impact the Company’s operations, sales,

and future growth prospects in that region.

In recent years, Israel has been engaged in sporadic armed conflicts with neighboring countries and terrorist organizations active in

the region, including Iran, Hamas, an Islamist terrorist group that controls the Gaza Strip, with Hezbollah, an Islamist terrorist group

that controls large portions of southern Lebanon, and with Iranian-backed military forces in Syria.

As of October 9, 2025, Israel, Hamas,

the United States and other countries in the region agreed to a framework for a ceasefire in Gaza between Israel and Hamas.

However, there

are no assurances that such agreement will hold.

In June 2025, following escalating threats and intelligence reports of imminent attacks,

Israel conducted preemptive strikes on military and nuclear infrastructure in Iran.

Iran responded with drones and missiles attacks, some

of which caused civilian casualties and infrastructure damage.

After 12 days of hostilities, a ceasefire between Israel and Iran was reached

in June 2025.

While a ceasefire was reached between Israel and Iran in June 2025 after 12 days of hostilities, on February 28, 2026, the

United States and Israel launched coordinated military strikes against Iran, including attacks on strategic military infrastructure and

leadership targets, with the stated aim of degrading Iran’s capacity to conduct or support hostile operations against them.

Iran has fired missiles and drones toward population centers and military installations in Israel, Europe and neighboring countries in

the Gulf region, and also launched counter-strikes against U.S.

forces and allied bases throughout the Gulf region.

In addition, in March

2026, hostilities resumed along Israel’s northern border with Lebanon, when Hezbollah resumed its attacks as part of a broader regional

In response, Israel resumed military operations against Hezbollah in Lebanon.

A broader regional conflict involving additional

state and non-state actors remains a significant risk.

The intensity and duration of the security situation in Israel have been difficult

to predict, as are the economic implications on our business and operations and on Israel’s economy in general.

As of the date of

these consolidated financial statements, conflict continues in parts of the region.

The Company’s operations, including its current

production facility, are located in Israel.

At this time, these activities remain largely unaffected.

During the years ended December 31, 2025 and 2024, the impact of this war on the Company’s results of operations and financial condition

was immaterial, but such impact may increase, which could be material, as a result of the continuation, escalation or expansion of such

TO THE CONSOLIDATED FINANCIAL STATEMENTS (continued)

2 - SIGNIFICANT ACCOUNTING POLICIES

Use of estimates

The preparation of financial statements in conformity with U.S.

GAAP requires management to make estimates using assumptions that

affect the reported amounts of assets and liabilities, the disclosure of contingent liabilities at the date of the financial statements

and the reported amounts of revenues and expenses during the reporting periods.

GAAP requires management to make estimates using assumptions that affect the reported amounts of assets and liabilities, the disclosure of contingent liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting periods.

Actual results could differ from those estimates.

As applicable to these consolidated financial statements, the most significant estimates and assumptions relate to the determination

of the lease terms in operating leases.

As applicable to these consolidated financial statements, the most significant estimates and assumptions relate to the determination of the lease terms in operating leases.

Functional currency

3 unchanged sentences

The dollar figures are determined as follows:

transactions and balances originally denominated in dollars are presented in their original

Balances in foreign currencies are translated into dollars using historical and current exchange rates for non-monetary and

monetary balances, respectively.

transactions and balances originally denominated in dollars are presented in their original amounts.

Balances in foreign currencies are translated into dollars using historical and current exchange rates for non-monetary and monetary balances, respectively.

The resulting translation gains or losses are recorded as financial income or expense, as appropriate.

For transactions reflected in the statements of operations in foreign currencies, the exchange rates at transaction dates are used.

and changes in inventories and other changes deriving from non-monetary items are based on historical exchange rates.

Depreciation and changes in inventories and other changes deriving from non-monetary items are based on historical exchange rates.

Principles of consolidation

The consolidated financial statements include the accounts of the Company and of its subsidiaries.

Intercompany transactions and

balances have been eliminated upon consolidation.

Intercompany transactions and balances have been eliminated upon consolidation.

Cash and cash equivalents

Company considers all highly liquid investments purchased with original maturities of three months or less from the purchase date to

be cash equivalents.

As of December 31, 2024 and 2023, cash and cash equivalents consisted of cash, short-term deposits (up to three

months from the date of deposit) and money market funds.

The Company considers all highly liquid investments purchased with original maturities of three months or less from the purchase date to be cash equivalents.

As of December 31, 2025 and 2024, cash and cash equivalents consisted of cash, short-term deposits (up to three months from the date of deposit) and money market funds.

Marketable securities

Marketable securities consist of debt securities.

The Company elected the fair value option to measure and recognize its investments

in debt securities in accordance with ASC 825, Financial Instruments as the Company manages its portfolio and evaluates the performance

on a fair value basis.

Changes in fair value, realized gains and losses on sales of marketable securities, are reflected in the consolidated

statements of operation as finance expense (income), net.

securities are classified under current assets in the consolidated balance sheets as they represent the investment of funds available

for the Company’s current operations.

The Company elected the fair value option to measure and recognize its investments in debt securities in accordance with ASC 825, Financial Instruments as the Company manages its portfolio and evaluates the performance on a fair value basis.

Changes in fair value, realized gains and losses on sales of marketable securities, are reflected in the consolidated statements of operation as finance expense (income), net.

Marketable securities are classified under current assets in the consolidated balance sheets as they represent the investment of funds available for the Company’s current operations.

TO THE CONSOLIDATED FINANCIAL STATEMENTS (continued)

1 unchanged sentence

Concentration of credit risk and allowance for doubtful accounts

Financial instruments that may potentially subject the Company to a concentration of credit risk consist of cash and cash equivalents,

marketable securities and long-term deposits, which are deposited in major financially sound institutions in the U.S.

Israel and Germany,

and trade accounts receivable and other receivables.

The Company’s trade accounts receivable is derived from revenues earned from

customers from various countries.

The Company performs ongoing credit evaluations of its customers’ financial condition and, requires

no collateral from its customers.

instruments that may potentially subject the Company to a concentration of credit risk consist of cash and cash equivalents,

marketable securities and long-term deposits, which are deposited in major financially sound institutions in the U.S, Israel and

Germany, and trade accounts receivable and other receivables.

The Company’s marketable securities include investments in

highly-rated U.S governmental bonds.

The financial institutions that hold the Company’s debt marketable securities are major

financial institutions located in the United States.

The Company’s trade accounts receivable are derived from revenues earned

from customers from various countries.

The Company performs ongoing credit evaluations of its customers’ financial condition

and requires no collateral from its customers.

The Company also has a credit insurance policy for some of its customers.

The Company maintains the

allowance for estimated losses resulting from the inability of the Company’s customers to make required payments.

The allowance

represents the current estimate of lifetime expected credit losses over the remaining duration of existing accounts receivable considering

current market conditions and supportable forecasts when appropriate.

The estimate is a result of the Company’s ongoing evaluation

of collectability, customer creditworthiness, historical levels of credit losses, and future expectations.

The allowance for expected

credit losses was immaterial during the periods presented.

Inventories are stated at the lower of cost (cost is determined on a “first-in, first-out” basis) or net realizable

The Company’s inventories generally have a limited shelf life and are subject to impairment as they approach their expiration

The Company regularly evaluates the carrying value of its inventory and when, based on such evaluation, factors indicate that

impairment has occurred, the Company impairs the inventories’ carrying value.

There were no impairments or inventory allowances

during the years ended December 31, 2024 and 2023.

Operating leases are included in operating lease right-of-use (“ROU”) assets.

Short-term balances regarding lease liabilities

are included in accounts payable and accruals - Other and long-term balances regarding lease liabilities are included in operating lease

ROU assets represent Company’s right to use an underlying asset for the lease term and lease liabilities represent

obligation to make lease payments arising from the lease.

Operating lease ROU assets and liabilities are recognized at the lease commencement

date based on the present value of lease payments over the lease term.

In determining the present value of lease payments, the Company

uses the incremental borrowing rate based on the information available at the lease commencement date as the rate implicit in the lease

is not readily determinable.

Company maintains the allowance for estimated losses resulting from the inability of the Company’s customers to make required

The allowance represents the current estimate of lifetime expected credit losses over the remaining duration of existing

accounts receivable considering current market conditions and supportable forecasts when appropriate.

The estimate is a result of

the Company’s ongoing evaluation of collectability, customer creditworthiness, historical levels of credit losses, and future

expectations.

The allowance for expected credit losses was immaterial during the periods presented.

Inventories are stated at the lower of cost (cost is determined on a “first-in, first-out” basis) or net realizable value.

The Company’s inventories generally have a limited shelf life and are subject to impairment as they approach their expiration dates.

The Company regularly evaluates the carrying value of its inventory and when, based on such evaluation, factors indicate that impairment has occurred, the Company impairs the inventories’ carrying value.

There were no impairments or inventory allowances during the years ended December 31, 2025 and 2024.

leases are included in operating lease right-of-use (“ROU”) assets.

Short-term balances regarding lease liabilities are included

in accounts payable and accruals - Other and long-term balances regarding lease liabilities are included in operating lease liabilities.

ROU assets represent Company’s right to use an underlying asset for the lease term and lease liabilities represent obligation to

make lease payments arising from the lease.

Operating lease ROU assets and liabilities are recognized at the lease commencement date

based on the present value of lease payments over the lease term.

In determining the present value of lease payments, the Company uses

the incremental borrowing rate based on the information available at the lease commencement date as the rate implicit in the lease is

not readily determinable.

The determination of the incremental borrowing rate requires management judgment based on information available

10 unchanged sentences

Property, plant and equipment are stated at cost, net of accumulated depreciation and amortization.

Cost includes expenditures

that are directly attributable to placing an asset in the location and condition necessary for its intended use.

Depreciation is calculated

using the straight-line method over the estimated useful lives of the related assets:

over three years for computers and other electronic

equipment, and seven to fifteen years for office furniture and equipment and machinery and equipment (mainly seven years).

improvements are amortized on a straight-line basis over the term of the lease, which is shorter than the estimated life of the improvements.

years for computers and other electronic equipment,

years for office furniture and equipment and machinery

and equipment (mainly seven

Assets under construction or not yet

placed into service are not depreciated until they are ready for their intended use.

Leasehold improvements are amortized on a straight-line

basis over the shorter of the lease term, or the estimated useful life of the improvements.

Impairment in value of long-lived assets

The Company tests long-lived tangible assets for impairment whenever events or circumstances present an indication of impairment.

If the sum of expected future cash flows (undiscounted and without interest charges) of the long-lived assets is less than the carrying

amount of such assets, an impairment would be recognized, and the assets would be written down to their estimated fair values, based

on expected future discounted cash flows.

If the sum of expected future cash flows (undiscounted and without interest charges) of the long-lived assets is less than the carrying amount of such assets, an impairment would be recognized, and the assets would be written down to their estimated fair values, based on expected future discounted cash flows.

There were no impairments in value of long-lived assets during the years ended December 31,2025 and 2024.

TO THE CONSOLIDATED FINANCIAL STATEMENTS (continued)

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A contract with a customer exists only when:

1) the parties to the contract have approved it and are committed to perform their

respective obligations, 2) the Company can identify each party’s rights regarding the distinct goods or services to be transferred

(“Performance Obligations”), 3) the Company can determine the transaction price for the goods or services to be transferred,

4) the contract has commercial substance and 5) it is probable that the Company will collect the consideration to which it will be entitled

in exchange for the goods or services that will be transferred to the customer.

Revenues are recorded in the amount of consideration

to which the Company expects to be entitled in exchange for Performance Obligations upon transfer of control to the customer, excluding

Revenue from sales of goods, including sales to distributors, is recognized when the customer obtains control of the product, once

the Company has a present right to payment and the customer has legal title, and risks and rewards of ownership are obtained by the customer.

Generally, this occurs when products are shipped.

In few cases when products are directly sold to medical centers on consignment basis,

revenue is recognized when the product is consumed.

The Company recognizes the incremental costs of obtaining contracts as an expense since the amortization period of the assets that

the Company otherwise would have recognized is one year or less.

1) the parties to the contract have approved it and are committed to perform their respective obligations, 2) the Company can identify each party’s rights regarding the distinct goods or services to be transferred (“Performance Obligations”), 3) the Company can determine the transaction price for the goods or services to be transferred, 4) the contract has commercial substance and 5) it is probable that the Company will collect the consideration to which it will be entitled in exchange for the goods or services that will be transferred to the customer.

Revenues are recorded in the amount of consideration to which the Company expects to be entitled in exchange for Performance Obligations upon transfer of control to the customer, excluding sales taxes.

Revenue from sales of goods, including sales to distributors and direct sales to medical centers, is recognized at the point in time when control of the product transfers to the customer.

Control generally transfers upon shipment or delivery of the product to the customer, depending on the contractual shipping terms, at which point the Company has a present right to payment and the customer has obtained legal title and the significant risks and rewards of ownership are obtained by the customer.

The Company recognizes the incremental costs of obtaining contracts as an expense since the amortization period of the assets that the Company otherwise would have recognized is one year or less.

The costs are recorded under selling and marketing expenses.

Disaggregated

revenue is disclosed in Note 13.

The Company recognizes revenue net of value added tax (VAT).

Disaggregated revenue is disclosed in Note 12.

Revenue is recognized net of sales taxes and value added taxes collected on behalf of governmental authorities.

Research and development costs

Research and development costs, including the costs of the Company’s U.S.-based clinical trial costs which were approximately

thousand for the years ended December 31, 2024

and 2023, respectively, are charged to the consolidated statements of operations as incurred.

Research and development costs are charged to the consolidated statements of operations as incurred.

Share-based compensation

The Company has equity incentive plans under which the Company grants equity awards, including stock options, restricted stock

and restricted stock units (“RSUs”) to employees, directors and service providers.

Employee and service providers equity

awards are accounted for using the grant-date fair value method.

The Company determines compensation expense associated with restricted

stock and RSUs based on the fair value of our common stock on the date of grant.

The fair value of option awards is estimated using the

Black-Scholes valuation model and expensed over the requisite service period.

The Company elected to account for forfeitures as they

The Company elected to recognize compensation expenses for awards to employees with only service conditions that have graded vesting

schedules using the accelerated multiple option approach.

The attribution for nonemployee awards is in the same manner as if the

Company had paid cash for the goods or services.

addition, some of our share-based awards to service providers are performance based, i.e., the vesting of these awards depends upon achieving

certain goals.

The Company recognizes compensation expenses for awards with performance conditions when the company concludes that it

is probable that the performance condition will be achieved.

TO THE CONSOLIDATED FINANCIAL STATEMENTS (continued)

The Company has equity incentive plans under which the Company grants equity awards, including stock options, restricted stock and restricted stock units (“RSUs”) to employees, directors and service providers.

Employee and service providers equity awards are accounted for using the grant-date fair value method.

The Company determines compensation expense associated with restricted stock and RSUs based on the fair value of our common stock on the date of grant.

The fair value of option awards is estimated using the Black-Scholes valuation model and expensed over the requisite service period.

The Company elected to account for forfeitures as they occur.

The Company elected to recognize compensation expenses for awards to employees with only service conditions that have graded

vesting schedules using the accelerated multiple option approach.

The attribution for nonemployee awards is in the same manner as if

the Company had paid cash for the goods or services.

In addition, some of our share-based awards to service providers are

performance based, i.e., the vesting of these awards depends upon achieving certain goals.

The Company recognizes compensation

expenses for awards with performance conditions when the company concludes that it is probable that the performance condition will

Uncertain tax positions

The Company follows a two-step approach to recognizing and measuring uncertain tax positions.

The first step is to evaluate the

tax position for recognition by determining if the weight of available evidence indicates that it is more likely than not that the position

will be sustained on audit.

If under the first step a tax position is assessed to be more likely than not of being sustained on audit,

the second step is performed, under which the tax benefit is measured as the largest amount that is more than 50% likely to be realized

upon ultimate settlement.

Such liabilities are classified as long-term, unless the liability is expected to be resolved within twelve

months from the balance sheet date.

The Company’s policy is to include interest related to unrecognized tax benefits within “Financial

income - net”.

The first step is to evaluate the tax position for recognition by determining if the weight of available evidence indicates that it is more likely than not that the position will be sustained on audit.

If under the first step a tax position is assessed to be more likely than not to be sustained on audit, the second step is performed, under which the tax benefit is measured as the largest amount that is more than 50% likely to be realized upon ultimate settlement.

Such liabilities are classified as long-term, unless the liability is expected to be resolved within twelve months from the balance sheet date.

The Company’s policy is to include interest related to unrecognized tax benefits within “Financial income - net”.

Deferred income taxes

Deferred taxes are determined utilizing the “asset and liability” method based on the estimated future tax effects

of differences between the financial accounting and tax bases of assets and liabilities under the applicable tax laws, and on tax rates

anticipated to be in effect when the deferred taxes are expected to be paid or realized.

The Company assesses realization of deferred

income tax assets and, based on all available evidence, concludes whether it is more likely than not that the net deferred income tax

assets will be realized.

Deferred taxes are determined utilizing the “asset and liability” method based on the estimated future tax effects of differences between the financial accounting and tax bases of assets and liabilities under the applicable tax laws, and on tax rates anticipated to be in effect when the deferred taxes are expected to be paid or realized.

The Company assesses realization of deferred income tax assets and, based on all available evidence, concludes whether it is more likely than not that the net deferred income tax assets will be realized.

A valuation allowance is provided for the amount of deferred income tax assets not considered to be realizable.

The Company may incur an additional tax liability in the event of intercompany dividend distributions by its subsidiaries.

additional tax liability in respect of these foreign subsidiaries has not been provided for in these consolidated financial statements

as it is the Company’s policy to permanently reinvest the subsidiaries’ earnings and to consider distributing dividends only

in connection with a specific tax opportunity that may arise.

Taxes that would apply in the event of disposal of investments in a foreign subsidiary have not been taken into account in computing

the deferred taxes, as it is the Company’s intention to hold, and not to realize, these investments.

Such additional tax liability in respect of these foreign subsidiaries has not been provided for in these consolidated financial statements as it is the Company’s policy to permanently reinvest the subsidiaries’ earnings and to consider distributing dividends only in connection with a specific tax opportunity that may arise.

Taxes that would apply in the event of disposal of investments in a foreign subsidiary have not been taken into account in computing the deferred taxes, as it is the Company’s intention to hold, and not to realize, these investments.

TO THE CONSOLIDATED FINANCIAL STATEMENTS (continued)

2 - SIGNIFICANT ACCOUNTING POLICIES (continued):

Costs related to advertising and promotion of products are charged to sales and marketing expense as incurred.

Advertising expenses

were approximately $ 691 and

$ 426 thousand for

the years ended December 31, 2024 and 2023, respectively.

Costs related to advertising and promotion of products are charged to sales and marketing expenses as incurred.

Advertising expenses were approximately $ 1,595 and $ 691 thousand for the years ended December 31, 2025, and 2024, respectively.

Net loss per share

4 unchanged sentences

units and Series C preferred stock as the effect is anti-dilutive.

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.

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 48,681,495

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 negligible consideration, as determined by the Company according to ASC 260-10-45-13, and have no vesting or other contingencies

associated with them.

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 37,498,531

and 48,681,495

for the years ended December 31, 2024 and 2023,

respectively .

This amount includes 4,073,966 and 3,054,086 of unvested restricted

stock included in the number of issued and outstanding shares as of December 31, 2024 and 2023, respectively.

the years ended December 31, 2024 and 2023 the weighted average number of ordinary shares used in computing net loss per share -

basic and diluted was as

for the years ended December 31, 2025 and 2024, respectively.

This amount includes 5,177,186

and 4,073,966

unvested restricted stock included

in the number of issued and outstanding shares as of December

31, 2025, and 2024, respectively.

For the years ended December 31, 2025 and 2024 the weighted average number of common stock used

in computing net loss per share - basic and diluted was as follows:

SCHEDULE OF WEIGHTED AVERAGE NUMBER OF SHARES

Weighted average number of ordinary shares

Weighted average number of common stock

Weighted average Vested restricted stock units

Weighted average Pre-funded Warrants

Total Weighted average number of

ordinary shares used in computing net loss per share - basic and diluted

Total Weighted average number of common stock

used in computing net loss per share - basic and diluted

Segment reporting

The Company has one

operating and reportable segment.

The Company has adopted the

new accounting standard ASU 2023-07 “Segment Reporting:

Improvements to Reportable Segment Disclosures” in 2024, see note

The Company has one operating and reportable segment, see note 13.

Fair value measurement

The Company measures fair value and discloses fair value measurements for financial assets and liabilities.

Fair value is based

on the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants

at the measurement date.

The accounting standard establishes a fair value hierarchy that prioritizes observable and unobservable inputs used to measure

fair value into three broad levels, which are described below:

Fair value is based on the price that would be received to sell an asset or paid to transfer liability in an orderly transaction between market participants at the measurement date.

TO THE CONSOLIDATED FINANCIAL STATEMENTS (continued)

2 - SIGNIFICANT ACCOUNTING POLICIES (continued):

The accounting standard establishes a fair value hierarchy that prioritizes observable and unobservable inputs used to measure fair value into three broad levels, which are described below:

Quoted prices (unadjusted) in active markets that are accessible at the measurement date for assets or liabilities.

value hierarchy gives the highest priority to Level 1 inputs.

The fair value hierarchy gives the highest priority to Level 1 inputs.

Observable prices that are based on inputs not quoted on active markets but corroborated by market data.

Unobservable inputs are used when little or no market data is available.

The fair value hierarchy gives the lowest priority

to Level 3 inputs.

In determining fair value, the Company utilizes valuation techniques that maximize the use of observable inputs and minimize the

use of unobservable inputs to the extent possible and considers counterparty credit risk in its assessment of fair value.

TO THE CONSOLIDATED FINANCIAL STATEMENTS (continued)

2 - SIGNIFICANT ACCOUNTING POLICIES (continued):

Recently issued accounting pronouncement, not yet adopted

The fair value hierarchy gives the lowest priority to Level 3 inputs.

In determining fair value, the Company utilizes valuation techniques that maximize the use of observable inputs and minimize the use of unobservable inputs to the extent possible and considers counterparty credit risk in its assessment of fair value.

t New accounting pronouncements

Recently adopted accounting pronouncements

1) In December 2023, the FASB issued ASU 2023-09 “Income Taxes (Topic 740):

Improvements to Income Tax Disclosures”.

This guidance is intended to enhance the transparency and decision-usefulness of

income tax disclosures.

The amendments in ASU 2023-09 address investor requests for enhanced income tax information primarily through

changes to disclosure regarding rate reconciliation and income taxes paid both in the U.S.

Improvements to Income Tax Disclosures.” This guidance is intended to enhance the transparency and decision-usefulness of income tax disclosures.

The amendments in ASU 2023-09 address investor requests for enhanced income tax information primarily through changes to disclosure regarding rate reconciliation and income taxes paid both in the U.S.

and in foreign jurisdictions.

is effective for fiscal years beginning after December 15, 2024 on a prospective basis, with the option to apply the standard retrospectively.

Early adoption is permitted.

The Company is currently evaluating this guidance to determine the impact it may have on its consolidated

financial statements and disclosures.

ASU 2023-09 is effective for the Company’s annual reporting period beginning January 1, 2025.

The Company has adopted this update on a retrospective basis.

The adoption of this guidance resulted in expanded disclosures in its consolidated financial statements.

(see note 10).

2) In July 2025, the FASB issued ASU 2025-05, Financial Instruments—Credit Losses (Topic 326):

Measurement of Credit Losses for Accounts Receivable and Contract Assets, which provides a practical expedient when estimating credit losses on accounts receivable and contract assets arising from transactions accounted for under ASC 606, Revenue from Contracts with Customers.

Under this practical expedient, an entity is allowed to assume that the current conditions it has applied in determining credit loss allowances for current accounts receivable and current contract assets remain unchanged for the remaining life of those assets.

The ASU is effective for annual periods beginning after December 15, 2025, and interim periods within those annual reporting periods.

The Company early adopted ASU 2025-05 on a prospective basis, effective January 1, 2025, and did not apply the standard in interim (quarterly) reporting periods prior to that date.

The adoption of this guidance did not have a material impact on the Company’s consolidated financial statements and related disclosures.

Recently issued accounting pronouncement, not yet adopted:

1) In November 2024, the FASB issued ASU No.

2024-03 Income Statement—Reporting Comprehensive Income—Expense Disaggregation Disclosures (Subtopic 220-40).

The ASU improves

the disclosures about a public business entity’s expenses and provides more detailed information about the types of expenses in

commonly presented expense captions.

The amendments require that at each interim and annual reporting period an entity will, inter alia,

disclose amounts of purchases of inventory, employee compensation, depreciation and amortization included in each relevant expense caption

(such as cost of sales, SG&A and research and development).

The ASU is effective for fiscal years beginning after December 15, 2026,

and interim periods within fiscal years beginning after December 15, 2027.

The ASU improves the disclosures about a public business entity’s expense and provides more detailed information about the types of expenses in commonly presented expense captions.

The amendments require that at each interim and annual reporting period an entity will, inter alia, disclose amounts of purchases of inventory, employee compensation, depreciation and amortization included in each relevant expense caption (such as cost of sales, G&A, S&M and research and development) as well as disclosures about selling expenses.

The ASU is effective for fiscal years beginning after December 15, 2026, and interim periods within fiscal years beginning after December 15, 2027.

Early adoption is permitted.

The Company is currently evaluating

this ASU to determine its impact on the Company’s financial statements and disclosures.

The Company is currently evaluating this ASU to determine its impact on the Company’s financial statements and disclosures.

2) In December 2025, the FASB issued ASU 2025-12 “Codification Improvements” to address suggestions received from stakeholders on the Accounting Standards Codification and to make other incremental improvements to U.S.

The update represents changes to the Codification that (1) clarify, (2) correct errors, or (3) make minor improvements.

The amendments make the Codification easier to understand and apply.

The guidance is effective for fiscal years beginning after December 15, 2026, including interim periods within those fiscal years.

The Company is currently evaluating this guidance to determine the impact it may have on its consolidated financial statements.

TO THE CONSOLIDATED FINANCIAL STATEMENTS (continued)

3 – FAIR VALUE MEASUREMENTS

of December 31, 2024 and 2023, the carrying amounts of accounts payable, accounts receivable and other receivables

approximate their fair values due to the short-term maturities of these instruments.

The carrying amount of the long-term deposit approximates its fair value since it is measured at its present

value applying prevailing interest rates, see note 7.

of December 31, 2025 and 2024, the carrying amounts of accounts payable, accounts receivable and other receivables approximate their

fair values due to the short-term maturities of these instruments.

carrying amount of the long-term deposit approximates its fair value since it is measured at its present value applying prevailing interest

rates, see note 7.

Company’s financial assets subject to fair value measurements on a recurring basis and the level of inputs used in such measurements

8 unchanged sentences

in thousands)

Cash equivalents-

Marketable securities-

government bonds

Company’s debt 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.

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.

cost of marketable securities as of December 31, 2025, and 2024 is $ 45,091 and $ 15,277 thousand, respectively.

1 unchanged sentence

4 - MARKETABLE SECURITIES

of December 31, 2025, and 2024, all of the Company’s investment in marketable securities had contractual maturity of less than

following table sets forth the Company’s marketable securities for the indicated period:

3 unchanged sentences

Marketable securities

following table summarizes the fair value of the Company’s marketable securities classified by maturity as of December 31, 2024

OF FAIR VALUE OF MARKETABLE SECURITIES CLASSIFIED BY MATURITY

in thousands)

Amounts maturing within one year

Amounts maturing after

one year through two years

Marketable securities

table below sets forth a summary of the changes in the fair value of the Company’s marketable securities for the years ended December

31, 2025, and 2024:

OF CHANGES IN FAIR VALUE OF MARKETABLE SECURITIES

OF FAIR VALUE OF MARKETABLE SECURITIES CLASSIFIED BY MATURITY

in thousands)

1 unchanged sentence

Interest received

Changes in fair value

during the year

Balance at end of the

Changes in fair value during the year

Balance at end of the period

5 - PROPERTY, PLANT AND EQUIPMENT

8 unchanged sentences

Less - accumulated depreciation

and amortization

Net carrying amount

and amortization expenses totaled approximately $ 280,000 and $ 232,000 for the years ended December 31, 2024, and 2023, respectively,

excluding fixed assets that the company purchased, which is awaiting FDA approval and, as a result, is not yet operational and not

TO THE CONSOLIDATED FINANCIAL STATEMENTS (continued)

and amortization expenses totaled approximately $ 476,000 and $ 280,000 for the years ended

December 31, 2025, and 2024, respectively, excluding fixed assets that the company purchased

that are not yet ready for use and, therefore not depreciated.

6 - LIABILITY FOR EMPLOYEE RIGHTS UPON RETIREMENT AND OTHERS

labor law generally requires payment of severance pay upon dismissal of an employee or upon termination of employment in certain other

circumstances.

to section 14 of the Israeli Severance Compensation Act, 1963, most of the Company’s employees are entitled to have monthly deposits,

at a rate of 8.33 % of their monthly salary, made in their name with insurance companies.

Payments in accordance with section 14 relieve

the Company from any future severance payments to these employees.

The severance pay expenses for such employees were approximately $ 293,000

and $ 256,000 for the years ended December 31, 2024 and 2023, respectively.

The severance pay liability of the

Company for the rest of its Israeli employees amounting to $ 1,224

thousand and $ 1,084

thousand for the years ended December 31, 2024 and 2023, respectively, reflects the undiscounted amount of the liability and is

Contribution Plans

Israeli labor law, the Company’s subsidiary Israeli employees are generally entitled to severance pay upon dismissal or certain

other termination events.

to Section 14 of the Israeli Severance Compensation Act, 1963, most of the employees of the Company’s subsidiary in Israel employees

are entitled to have monthly deposits, at a rate of 8.33 % of their monthly salary, made in their name with insurance companies.

in accordance with section 14 relieve the Company from any future severance payments to these employees.

The severance pay expenses for

such employees were approximately $ 376,000 and $ 293,000 for the years ended December 31, 2025, and 2024, respectively.

Company sponsors a defined contribution retirement plan for its U.S.

employees under Section 401(k) of the Internal Revenue Code.

plan is structured as a Qualified Automatic Contribution Arrangement (QACA) Safe Harbor plan, which includes automatic enrollment and

requires the Company to make mandatory employer contributions in accordance with IRS Safe Harbor regulations.

Employer contributions

under the plan were immaterial for the year ended December 31, 2025.

The Company has no further obligation to fund benefits beyond these

required contributions.

Postemployment

Benefit Plans

severance pay liability of the Company for the rest of its subsidiary Israeli employees not covered under Section 14 amounting to $ 1,082

thousand and $ 1,224 thousand as of December 31, 2025, and 2024, respectively, reflects the undiscounted amount of the liability and is

based upon the number of years of service and the latest monthly salary.

severance pay liability is partly covered by insurance policies and by regular deposits with recognized severance payment funds.

Company may only withdraw funds previously deposited for savings in connection with the payment of severance.

The severance pay expenses

for such employees were approximately $ 124,000

and $ 116,000

for the years ended December 31, 2024 and 2023,

respectively.

The severance pay liability is partly covered by insurance policies

and by regular deposits with recognized severance payment funds.

The Company may only withdraw funds previously deposited for savings

in connection with the payment of severance.

The severance pay expenses for such employees were approximately $ 126,000 and $ 124,000 for

the years ended December 31, 2025, and 2024, respectively.

TO THE CONSOLIDATED FINANCIAL STATEMENTS (continued)

7 – LEASE AGREEMENTS

October 9, 2024, the Company entered into a lease agreement in Miami, Florida (the “U.S.

Lease”) for the establishment of its new global headquarters.

commences on the date that the landlord delivers the entire premises to the Company with (i) the landlord’s completion of the

construction of Suite 280 and (ii) the construction of Suite 215 being substantially complete (the “Commencement Date”).

lease will be in effect until August 31, 2030, with an option for a five-year extension in accordance with the lease terms.

However, the Company has determined that the lease renewal option is not reasonably certain to be exercised due to operational and

strategic factors.

Lease, the Company will pay the landlord a security deposit of $ 500

Provided the Company does not default, the security deposit will be refunded at specified intervals throughout the lease

The present value of the deposit as of December 31, 2024, is $ 426

thousand, and it is classified as Long-term Deposit while the remaining is included as Operating Lease Right of Use Assets.

Company took possession of Suite 215 as of November 1, 2024 (“Commencement Date”), and it expects to take possession of Suite 280 in May 2025 following

the substantial completion of landlord improvements as outlined in the U.S.

2) The Company’s Israeli subsidiary had a lease agreement for a facility

in Israel (the “Israeli Lease”), which expired on December 31, 2022 with an option to extend the Israeli Lease for two additional

years until December 31, 2024.

On May 25, 2022 the Company amended the Israeli Lease and extended it until December 31, 2026 and also

leased additional space in the facility.

On August 24, 2023, the Company amended the Israeli Lease, leasing additional space in the facility and

shortened the lease term of another space in the building.

The balances of right of use assets and lease liabilities increased due to

the newly leased space and decreased due to the lease that was shortened.

On March 14, 2024, the Company amended the

Israeli Lease, modifying the structure of the extension options.

While the lease term currently extends through December 31, 2027, any

extensions beyond this date are subject to the landlord’s approval and are not solely at the Company’s discretion.

In the fourth quarter of 2024, as part of

the approval of the Company’s long term strategic production plan, the Company reassessed its long-term leasing strategy.

this reassessment, the Company updated its assumption on the lease term for the Israeli premise and included the optional period until

the end of 2027 within the lease term.

TO THE CONSOLIDATED FINANCIAL STATEMENTS (continued)

lease cost for the years ended December 31, 2024 and 2023 in Tel-Aviv was $ 423 and $ 433 thousand respectively.

lease cost for the years ended December 31, 2024 and 2023 in Miami was $ 34

thousand and $ 0 respectively.

In addition to the fixed lease payments in Miami, the Company

incurred variable expenses related to the lease, including utilities, maintenance, and other common area costs, totaling approximately

$ 21 thousand for the year ended December 31, 2024.

information related to leases are as follows:

Lease”) for the establishment of

its global headquarters.

Lease provides for the phased delivery of the leased premises located in Suites 215 and

280 at 6303 Waterford District Drive, Miami, Florida 33126.

Rent commencement and lease recognition occur upon the Company

obtaining control of each portion of the premises, in accordance with the lease terms.

The lease term extends through September 30, 2030

and includes an option to extend the lease for an additional five years.

The Company has determined that the renewal option is not reasonably

certain to be exercised due to operational and strategic considerations.

Company took possession of Suite 215 on November 1, 2024, which represented the commencement date for that portion of the leased premises.

On May 18, 2025, the Company took possession of Suite 280 following the landlord’s completion of construction, which represented

the commencement date for Suite 280.

As a result of obtaining possession of Suite 280, during the year ended December 31, 2025, the Company

recognized an increase of $ 302 thousand in operating lease right-of-use assets and a corresponding increase of $ 302 thousand in operating

lease liabilities.

Lease, the Company paid a security deposit of $ 500 thousand.

Provided the Company does not default under the lease, the security

deposit is refundable at specified intervals throughout the lease term.

The present value of the deposit as of

November 1, 2024, was $ 422 thousand and is classified as a long-term deposit.

The remaining balance was assigned to

operating lease right-of-use assets.

Company’s Israeli subsidiary leases a facility in Israel under an operating lease (the “Israeli Lease”).

Lease was amended multiple times in prior years to extend the lease term and modify the leased premises.

In prior periods, management

concluded that optional extension periods through December 31, 2027 were reasonably certain to be exercised and were included in the

lease term for accounting purposes.

May 28, 2025, the Company amended the Israeli Lease, extending the lease term through December 31, 2028 and leasing additional space

within the facility.

As a result of this amendment, the Company recognized an increase of $ 692 thousand in operating lease right-of-use

assets and a corresponding increase of $ 692 thousand in operating lease liabilities.

of December 31, 2025, the Israeli Lease remains in effect through December 31, 2028.

lease cost for the years ended December 31, 2025 and 2024 was $ 470 thousand and $ 423 thousand, respectively, related to the Israeli Lease,

and $ 251 thousand and $ 34 thousand, respectively, related to the U.S.

addition to fixed lease payments under the U.S.

Lease, the Company incurred variable lease costs, primarily related to utilities, maintenance,

and other common area costs, totaling approximately $ 103 thousand for the year ended December 31, 2025.

4) Supplemental

Lease Information

balance sheet information related to leases was as follows:

SCHEDULE OF SUPPLEMENTAL INFORMATION RELATED TO LEASES

4 unchanged sentences

cash flows from operating leases (cash paid in thousands)

Weighted Average Remaining Lease Term

Weighted Average Discount Rate

Weighted Average Remaining

Weighted Average Discount

5) Maturities

of Operating Lease Liabilities

of lease liabilities as of December 31, 2025, are as follows:

4 unchanged sentences

TO THE CONSOLIDATED FINANCIAL STATEMENTS (continued)

8 - COMMITMENTS AND CONTINGENT LIABILITIES :

Agreement with Chinese Partner

February 3, 2021, the Company entered into a distribution agreement (the “Distribution Agreement”) with three China-based

partners, pursuant to which the Chinese partners will be responsible for conducting the necessary registration trials for commercial

approval of the Company’s products in China, followed by an eight-year exclusive distribution right to sell the Company’s

products in China with the term of the agreement continuing on a year-to-year basis unless terminated.

Under the Distribution Agreement,

the China-based partners will be subject to minimum purchase obligations.

The Distribution Agreement may be terminated for cause upon

failure to meet minimum purchase obligations, failure to obtain regulatory approvals or for other material breaches.

addition, the agreement stipulates that if the Distributor fails to obtain the Regulatory Approvals by the time stipulated in the agreement

due to the failure of the clinical trials, and this Agreement was terminated as a result of such failure to obtain Regulatory Approvals,

InspireMD shall reimburse Distributor in an amount which is 50 % of Distributor’s direct out of pocket costs to 3rd parties for

conducting the clinical trials, which reimbursement will not exceed USD 1,000,000 .

The consolidated financial statements include a liability,

based on 50 % of the Distributor costs incurred until December 31, 2024.

The liability at December 31, 2023 and 2024 is immaterial.

Company’s shares of common stock are listed on the Nasdaq Capital Market.

May 12, 2023, the Company entered into a securities purchase agreement (the “Purchase Agreement”) pursuant to which the Company

agreed to sell and issue in a private placement (the “Private Placement Offering) an aggregate of 10,266,270 shares (the “Private

Placement Shares”) of the Company’s common stock, pre-funded warrants (the “Pre-Funded Warrants”) to purchase

up to 15,561,894 shares of common stock and warrants to purchase up to an aggregate of 51,656,328 shares of common stock, consisting

of Series H warrants to purchase up to 12,914,086 shares of common stock (the “Series H Warrants”), Series I warrants to

purchase up to 12,914,078 shares of common stock (the “Series I Warrants”), Series J warrants to purchase up to 12,914,086

shares of Common Stock (the “Series J Warrants”) and Series K warrants to purchase up to 12,914,078 shares of common stock

(the “Series K Warrants” and together with the Series H Warrants, Series I Warrants and Series J Warrants, the “Warrants”),

at an offering price of $ 1.6327 per Private Placement Share and associated Warrants and an offering price of $ 1.6326 per Pre-Funded Warrant

and associated Warrants.

The Private Placement Offering closed on May 16, 2023.

gross proceeds to the Company in respect of the Private Placement Offering were $ 42.2 million, before deducting fees payable to the placement

agent and other offering expenses payable by the Company which amounted to approximately $ 4.6 million.

If the Warrants are exercised

in cash in full this would result in an additional $ 71.4 million of gross proceeds.

Pre-Funded Warrants are immediately exercisable at an exercise price of $ 0.0001 per share and will not expire until exercised in full.

The Warrants are immediately exercisable upon issuance at an exercise price of $ 1.3827 per share.

The Warrants have a term of the earlier

of (i) five years from the date of issuance and (ii) (A) in the case of the Series H Warrants, 20 trading days following the Company’s

public release of primary and secondary end points related to one year follow up study results from the Company’s C-Guardians pivotal

trial, (B) in the case of the Series I Warrants, 20 trading days following the Company’s announcement of receipt of Premarket Approval

(PMA) from the Food and Drug Administration, or FDA, for the CGuard Prime Carotid Stent System (135 cm), (C) in the case of the Series

J Warrants, 20 trading days following the Company’s announcement of receipt of FDA approval for the SwitchGuard transcarotid system

and CGuard Prime 80 cm and (D) in the case on the Series K Warrants, 20 trading days following the end of the fourth fiscal quarter after

the fiscal quarter in which the first commercial sales of the CGuard Carotid Stent System in the United States begin.

The Warrants may

be exercised on a cashless basis if there is no effective registration statement registering the shares underlying the warrants.

2024 and 2023, the Company issued a total of 1,728,382 and 307,260 shares

of its common stock, respectively, in connection with the exercise of Pre-Funded Warrants to purchase 1,728,390 and

307,271 , respectively, shares of common stock of which 200,000 and 307,271 , respectively, Pre-Funded Warrants were exercised to

199,992 and 307,260 shares of its common stock on a cashless basis.As of December 31, 2024 and 2023, there are Pre-Funded Warrants

to purchase an aggregate of 26,147,323 and 15,254,623 ,

respectively shares of common stock outstanding.

Stockholders’

capital and listing

Company’s authorized share capital consists of common stock and preferred stock.

The Company’s shares of common stock are

listed on the Nasdaq Capital Market.

2023 private placement financing

May 2023, the Company entered into a securities purchase agreement pursuant to which it issued and sold in a private placement offering

(the “May 2023 Private Placement Offering”) shares of its common stock, pre-funded warrants to purchase shares of common

stock (the “May 2023 Pre-Funded Warrants”), Series H warrants to purchase shares of common stock (the “Series H Warrants”),

Series I warrants to purchase shares of common stock (the “Series I Warrants”), Series J warrants to purchase shares of common

stock (the “Series J Warrants”) and Series K warrants to purchase shares of common stock (the “Series K Warrants”

and together with the Series H Warrants, Series I Warrants and Series J Warrants, the “May 2023 Warrants”).

Private Placement Offering closed on May 16, 2023 and resulted in aggregate gross proceeds of approximately $ 42.2 million.

to the placement agent and other offering expenses amounted to approximately $ 4.6 million, resulting in net proceeds to the Company of

approximately $ 37.6 million.

May 2023 Pre-Funded Warrants are immediately exercisable at an exercise price of $ 0.0001 per share and will not expire until they are

exercised in full.

The May 2023 Warrants are immediately exercisable upon issuance at an exercise price of $ 1.3827 per share.

2023 Warrants have a term of the earlier of (i) five years from the date of issuance and (ii) (A) in the case of the Series H Warrants,

20 trading days following the Company’s public release of primary and secondary end points related to one year follow up study

results from the Company’s C-Guardians pivotal trial, (B) in the case of the Series I Warrants, 20 trading days following the Company’s

announcement of receipt of PMA from the FDA, for CGuard Prime (135 cm), (C) in the case of the Series J Warrants, 20 trading days following

the Company’s announcement of receipt of FDA approval for SwitchGuard and CGuard Prime 80 cm and (D) in the case on the Series

K Warrants, 20 trading days following the end of the fourth fiscal quarter after the fiscal quarter in which the first commercial sales

of CGuard Prime in the U.S.

The May 2023 Warrants may be exercised on a cashless basis if there is no effective registration statement

registering the shares underlying the warrants.

of Series H Warrant

the Company’s announcement on May 28, 2024 of the one-year follow-up study results from the Company’s C-GUARDIANS pivotal

trial, which constituted the applicable contractual milestone under the Series H Warrants, the Series H Warrants were exercised in full

into 292,996 shares of common stock and pre-funded warrants exercisable into 12,621,090 shares of common stock.

The exercise resulted

in gross proceeds of approximately $ 17.9 million.

After deduction of placement agent fees and other issuance costs of approximately $ 1.0

million, net proceeds to the Company amounted to approximately $ 16.9 million.

of Series I Warrant

the Company’s announcement on June 24, 2025 that the FDA approved the PMA of CGuard Prime in the U.S., which constituted the applicable

contractual milestone under the Series I Warrants, the Series I Warrants were exercised in full into 2,352,393 shares of common stock

at an exercise price of $ 1.3827 per share and 10,561,685 pre-funded warrants at an exercise price of $ 1.3826 per pre-funded warrant.

The exercise resulted in gross proceeds of approximately $ 17.9 million.

After deduction of issuance costs of approximately $ 1.0 million,

net proceeds to the Company amounted to approximately $ 16.9 million.

TO THE CONSOLIDATED FINANCIAL STATEMENTS (continued)

OF EXERCISE OF WARRANTS AND PRE FUNDED WARRANTS

to the full ratchet anti-dilution adjustment provisions in the respective certificate of designation for the Company’s Series C

Preferred Stock, the conversion price of the outstanding shares of the Series C Preferred Stock was reduced to $ 1.3827 per share, effective

as of the date of the securities purchase agreement entered for the Offering, and the number of shares of common stock issuable upon

conversion of the Series C Preferred Stock increased by 5,668 additional shares of common stock upon conversion of the Series C Preferred

Stock, based on 1,718 shares of Series C Preferred Stock outstanding as of May 16, 2023.

2025 private placement financing

July 30, 2025, the Company entered into a securities purchase agreement with investors pursuant to which it issued and sold in a private

placement offering (the “August 2025 Private Placement Offering”) an aggregate of 6,791,380 shares of common stock and pre-funded

warrants to purchase up to 9,764,804 shares of common stock, at an offering price of $ 2.42 per share and $ 2.4199 per pre-funded warrant

(the “August 2025 Pre-Funded Warrants”).

The August 2025 Private Placement Offering closed on August 1, 2025.

2025 Pre-Funded Warrants are immediately exercisable at an exercise price of $ 0.0001 per share and will not expire until exercised in

The August 2025 Private Placement Offering resulted in gross proceeds to the Company of approximately $ 40.1 million.

Issuance costs

amounted to approximately $ 3.1 million.

the years ended December 31, 2025 and 2024, the Company issued 3,381,651

and 1,728,382

shares of its common stock, respectively, in connection with

the exercise of pre-funded warrants originally issued in the May 2023 Private Placement Offering and August 2025 Private Placement Offering.

As of December 31, 2025, and 2024, pre-funded warrants to purchase an aggregate of 43,092,107

and 26,147,323

shares of common stock, respectively, were outstanding.

of December 31, 2025 and 2024, there were 1,718 shares of Series C Preferred Stock outstanding, convertible into an aggregate of 7,952

shares of the Company’s common stock, with a total stated value of $ 10,997 .

of Series H Warrant

Series H Warrants had a term of the earlier of (i) five years from the date of issuance and (ii) (A) 20 trading days following the Company’s

public release of primary and secondary end points related to one year follow up study results from the Company’s C-GUARDIANS pivotal

the announcement on May 28, 2024 of the one year follow up study results from the Company’s C-GUARDIANS pivotal trial, the Series

H Warrants were exercised in full into 292,996 shares of common stock and pre-funded warrants exercisable into 12,621,090 shares of common

The net proceeds to the Company from the exercise of the Series H Warrants were $ 16.9 million after deduction of placement agent

fees of approximately $ 1 million.

The Series H Warrants, each exercisable at $ 1.3827 per share of common stock and $ 1.3826 per pre-funded

warrant, were issued as part of the Private Placement Offering.

May 31, 2024, the Company entered into an at-the-market (“ATM”) facility with Piper Sandler & Co.

pursuant to an Equity Distribution Agreement (the “Distribution Agreement”).

In accordance with the Distribution Agreement,

the Company is entitled, at its sole discretion, to offer and sell through or to Piper Sandler, acting as a sales agent, shares of its

common stock having an aggregate offering price of up to $ 17.0 million throughout the period during which the ATM facility remains in

The Company has agreed to pay Piper a commission of 3.0 % of the gross proceeds from the sale of shares of common stock under

the ATM facility.

For the year ended December 31, 2024, the net proceeds to the Company from the issuance of 647,277 shares of common

stock were $ 1,598 thousand after deduction of issuance fees of approximately $ 81 thousand.

of December 31, 2024, the Company has outstanding warrants to purchase an aggregate of 40,268,464 shares of common stock as follows:

shares of the Company’s common stock, with an aggregate stated value of $ 10,997 .

At-the-market

equity offering

May 31, 2024, the Company entered into an at-the-market equity distribution agreement with Piper Sandler & Co., pursuant to which

the Company was initially able to offer and sell shares of its common stock having an aggregate offering price of up to $ 17.0 million.

On April 10, 2025, the Company amended the agreement to increase the aggregate offering capacity to $ 75.0 million, exclusive of any prior

sales made under the facility.

During the years ended December 31, 2025 and 2024, the Company issued 718,913 and 647,277 shares of common

stock, respectively, under the at-the-market facility.

Net proceeds to the Company from these issuances amounted to approximately $ 1.7

million and $ 1.6 million for the years ended December 31, 2025 and 2024, respectively, after deduction of issuance costs of $ 64 and $ 81

thousand for the years ended December 31, 2025, and 2024, respectively.

TO THE CONSOLIDATED FINANCIAL STATEMENTS (continued)

of December 31, 2025, the Company had outstanding warrants to purchase an aggregate of 26,920,508 shares of common stock, as follows:

SCHEDULE OF ISSUANCE OF WARRANTS TO PURCHASE COMMON STOCK

Series F Warrants

June 5, 2025-October 16, 2025

Series G Warrants

February 8, 2026

Series I Warrants

Series J Warrants

1 unchanged sentence

Total Warrants

Warrants have a term of the earlier of (i) May 15, 2028 and (ii) (A) in the case of the Series

I Warrants, 20 trading days following the Company’s announcement of receipt of Premarket

Approval from the Food and Drug Administration (“FDA”) for the CGuard Prime Carotid

Stent System (135 cm), (B) in the case of the Series J Warrants, 20 trading days following

the Company’s announcement of receipt of FDA approval for the SwitchGuard and CGuard

Prime 80 and (C) in the case on the Series K Warrants, 20 trading days following the end

of the fourth fiscal quarter after the fiscal quarter in which the first commercial sales

of the CGuard Carotid Stent System in the United States begins.

the years ended December 31, 2024 and 2023, a total of 213,458 and 54,135 warrants expired, respectively.

TO THE CONSOLIDATED FINANCIAL STATEMENTS (continued)

9 – EQUITY (continued):

Series J Warrants and Series K Warrants have a term of the earlier of (i) May 15, 2028 and

(ii) (A) in the case of the Series J Warrants, 20 trading days following the Company’s

announcement of receipt of FDA approval for the SwitchGuard and CGuard Prime 80 cm and (B)

in the case on the Series K Warrants, 20 trading days following the end of the fourth fiscal

quarter after the fiscal quarter in which the first commercial sales of CGuard Prime in the

the years ended December 31, 2025 and 2024, a total of 433,878 and 213,458 warrants expired unexercised, respectively.

February 8, 2026, a total of 1,092,344 Series G warrants expired unexercised.

Incentive Plans

Equity Incentive Plan

September 30, 2021, at the Company’s 2021 annual meeting of stockholders, the Company’s

stockholders approved the 2021 Equity Incentive Plan.

Company’s 2021 Equity Incentive Plan provides for the granting of incentive stock options, nonqualified stock options, stock

Company’s 2021 Equity Incentive Plan provides for the granting of incentive stock options, non-qualified stock options, stock

appreciation rights, restricted stock, restricted stock units, performance awards, dividend equivalent rights, and other awards,

which may be granted singly, in combination, or in tandem.

of December 31, 2024, we had 9,237,869 shares of common stock available for future issuance under the 2021 Equity Incentive Plan.

On September 30, 2024, the compensation committee of the Company’s board of directors approved the InspireMD, Inc.

of December 31, 2025, the Company had 5,098,395 shares of common stock available for future issuance under the 2021 Equity Incentive

Inducement Plan

September 30, 2024, the compensation committee of the Company’s board of directors approved the InspireMD, Inc.

2024 Inducement

2 unchanged sentences

of December 31, 2025, the Company had 703,315 shares of common stock available for future issuance under the 2024 Inducement Plan.

Options – Employees

following table summarizes information about stock options granted to employees:

1 unchanged sentence

ended December 31

average exercise

Outstanding - beginning of the

Outstanding- end of period

Exercisable at the end

Outstanding- end

Exercisable at the

end of the year

TO THE CONSOLIDATED FINANCIAL STATEMENTS (continued)

Options – Non-Employees

following table summarizes information about stock options granted to non-employees:

ended December 31

average exercise

Outstanding - beginning of the year

Outstanding - end of period

Exercisable at the end

following table summarizes information about restricted stock granted to employees:

SCHEDULE OF RESTRICTED STOCK GRANTED TO EMPLOYEES

ended December 31

of restricted stock

Outstanding - beginning of the year

exercise price

Outstanding - beginning of the

Outstanding - end

Exercisable at the

end of the year

4) Restricted

Stock – Employees and non-employees

following table summarizes information about restricted stock granted to employees and non-employees:

restricted stock

Outstanding - beginning of the

( 2,573,691 )

Outstanding - end of the year

5) Restricted

Stock Units (RSUs) – Employees

following table summarizes information about RSUs granted to employees:

SCHEDULE OF RESTRICTED STOCK UNIT GRANTED TO EMPLOYEES

ended December 31

Outstanding - beginning of the year

Outstanding - end of the year

Outstanding - beginning of the

Outstanding - end of

TO THE CONSOLIDATED FINANCIAL STATEMENTS (continued)

Outstanding and Exercisable

following table provides additional information about all options outstanding and exercisable:

SCHEDULE OF ADDITIONAL INFORMATION ABOUT ALL OPTIONS OUTSTANDING AND EXERCISABLE

as of December 31, 2024

average remaining contractual life (years)

Outstanding as of December 31, 2025

Options outstanding

Weighted average

contractual life

Options exercisable

$ 1.15 - 3.14

2 unchanged sentences

weighted average of the remaining contractual life of total vested and exercisable options as of December 31, 2025 was 5.53 years.

aggregate intrinsic value of the total exercisable options as of December 31, 2024 was approximately $ 494,250 .

aggregate intrinsic value of the total exercisable options as of December 31, 2025 was approximately $ 46 thousand.

Value of Awards

weighted average fair value of options granted to employees was $ 1.96 and $ 2.54 for the years ended December 31, 2025 and 2024, respectively.

The weighted average fair value of options granted was estimated using the Black-Scholes option-pricing model.

weighted average fair value of options granted to consultants was $ 1.87 and $ 1.50 for the years ended December 31, 2024 and 2023, respectively.

The weighted average fair value of options granted was estimated using the Black-Scholes option-pricing model.

weighted average fair value of options granted to consultants was $ 1.87 for the year ended December 31, 2024.

The weighted average fair

value of options granted was estimated using the Black-Scholes option-pricing model.

weighted average fair value of restricted stock granted was $ 2.56 and $ 2.94 for the years ended December 31, 2025 and 2024, respectively.

weighted average fair value of RSU granted was $ 2.76 and $ 3.14 for the years ended December 31, 2025 and 2024, respectively.

stock options were exercised during the year.

total fair value of shares vested during the year was $ 6,325,416 .

vesting period for outstanding stock options, restricted stock, and RSUs is typically 3 three years, with one-third of the awards vesting

4 unchanged sentences

TO THE CONSOLIDATED FINANCIAL STATEMENTS (continued)

Assumptions (Black-Scholes)

following table sets forth the assumptions that were used in determining the fair value of options granted to employees and consultants

9 unchanged sentences

Dividend yield

2025, the Company modified certain outstanding stock options held by retired directors, including

accelerated vesting and an extension of the post-retirement exercise period.

recognized the incremental compensation cost resulting from the modifications in accordance

with ASC 718.

Company does not have sufficient historical exercise data to provide a reasonable basis upon which to estimate expected term.

5 unchanged sentences

The Company’s expected volatility is derived from its historical data.

of December 31, 2024, the total unrecognized compensation cost on employee and non-employee stock options, restricted stock and RSUs,

related to unvested stock-based compensation, amounted to approximately $ 7.29 million.

This cost is expected to be recognized over

a weighted-average period of approximately 0.85 years.

This expected cost does not include the impact of any future stock-based compensation

9) Unrecognized

Compensation Cost

of December 31, 2025, the total unrecognized compensation cost on employee and non-employee

stock options, restricted stock and RSUs, related to unvested stock-based compensation, amounted

to approximately $ 7,926 thousand.

This cost is expected to be recognized over a weighted-average

period of approximately 0.94 years.

This expected cost does not include the impact of any

future stock-based compensation awards.

Compensation Expense

following table summarizes the allocation of total share-based compensation expense in the consolidated statements of operations:

8 unchanged sentences

9 – RELATED PARTIES TRANSACTIONS

the year ended December 31, 2023, a consulting company whose founder and chief executive

officer is one of our board members provided certain marketing services in the amount of

No services were provided during the year ended December 31, 2024.

September 15, 2023, the board approved the company’s entry into a consultancy agreement

(the “Consultancy Agreement”) with a member of the immediate family of the Company’s

chief executive officer for certain administrative projects in connection with the Company’s

expansion to the U.S.

until a full-time Company employee is retained in such capacity.

to the Consultancy Agreement, the Company will pay a fixed hourly fee of $ 50 for a maximum

of 20 hours per week and customary expenses.

On July 1, 2024 the audit committee amended

the Consultancy Agreement.

Pursuant to the amended Consultancy Agreement, the Company will

pay a fixed hourly fee of $ 100 for a maximum of 95 hours per month in an aggregate amount

not to exceed $ 120,000 , including expenses, for the subsequent twelve month period until

June 30, 2025.

expenses for the years ended December 31, 2024 and 2023, were $ 75,522 and $ 11,440 , respectively.

to Receive Shares of Common Stock in lieu of Cash Compensation

2023, certain non-employee directors elected to receive all or a portion of their cash retainer amount in shares of the Company’s

common stock under the 2021 Equity Incentive Plan.

For a director that made that election, a stock award under the 2021 Equity Incentive

Plan was paid quarterly on the first day of each next quarter (“Issuance Dates”) and became fully vested on the Issuance

The stock award was determined by dividing (x) the product of the cash retainer amount and percentage of the cash retainer amount

elected to be taken in shares by (y) the “Fair Market Value” (as defined in the 2021 Equity Incentive Plan) of a share on

the Issuance Dates.

For the year ended 2024, no expenses were recorded in shares of the company.

the year ended December 31, 2023 the Company issued 52,129 shares of common stock to non-employee directors who elected to receive all

or a portion of their cash retainer amount for the nine months ended September 30, 2023 in shares of the Company’s common stock

under the 2021 Equity Incentive Plan.

of December 31, 2023, there was an accrual for $ 55,000 for director’s fees.

this an amount of $ 22,875 was paid in cash and $ 32,125 was issued in shares of the Company’s common stock under the 2021 Equity

Incentive Plan.

On January 1, 2024 the Company issued 11,854 shares of common stock.

TO THE CONSOLIDATED FINANCIAL STATEMENTS (continued)

September 15, 2023, the Company’s board of directors approved the Company’s entry into a consultancy agreement (the “Consultancy

Agreement”) with a member of the immediate family of the Company’s Chief Executive Officer to provide services related to

certain administrative projects in connection with the Company’s expansion into the United States until a full-time employee is

retained in such capacity.

the original terms of the Consultancy Agreement, the Company paid a fixed hourly fee of $ 50 for up to 20 hours per week, plus reimbursement

of customary expenses.

July 1, 2024, the audit committee of the Company’s board of directors approved an amendment to the Consultancy Agreement pursuant

to which the consultant was paid a fixed hourly fee of $ 100 for up to 95 hours per month, in an aggregate amount not to exceed $ 120,000 ,

including expenses, for the twelve-month period ending June 30, 2025.

expenses recognized for the years ended December 31, 2025 and 2024 were $ 56 thousand and $ 76 thousand, respectively.

engagement was terminated in July 2025.

10 - TAXES ON INCOME :

1 unchanged sentence

in the United States

is taxed under U.S.

Accordingly, the applicable federal corporate tax rate in 2024 and 2023 is 21 %.

The applicable state

income tax rate in 2024 and 2023 is 3.42 %.

Ltd is taxed under Israeli tax laws.

Accordingly, the applicable corporate tax rate in 2024 and 2023 is 23 %.

Company is subject to U.S.

federal income tax at a statutory rate of 21 % and state income taxes at varying rates.

Ltd., the Company’s Israeli subsidiary, is subject to Israeli corporate income tax at a statutory rate of 23 %.

GmbH is taxed according to the tax laws in Germany.

2 unchanged sentences

benefits under the Law for the Encouragement of Capital Investments, 1959 (the “Law”):

December 29, 2016, the Investment Law was amended (“73 Amendment”), which includes, inter alia, two new tax incentive opportunities.

These are the Preferred Technological Enterprise (“PTE”) and Special Preferred Technological Enterprise (“SPTE”).

In order to benefit from either of these options, a company must meet certain qualifications and receive formal approval from the Israel

Innovation Authority (“IIA”) which allows the company to use the reduced corporate tax rate of 12 % on its “Preferred

Technological Income” (earned from enterprises located in Development outside of Zone A) in the case of a “preferred technology

enterprise”, or 6 % on its “preferred technology income” (earned from enterprises located in Development Zone A or outside

it) in the case of a “special preferred technology enterprise”.

Additionally, any “technology income”, as this

term is defined by the Law, not classified as “preferred technology income” is subject to the corporate tax rate.

according to the provisions regarding “preferred technology enterprise” and “special preferred technology enterprise”

in the Law and the regulations thereunder, and to the extent the income is attributable to manufacturing, this income is classified as

“preferred income” and is taxed at 7.5 % or 16 % according to the development zone.

To the extent the income is from an intangible

asset used for marketing, it is subject to the normal corporate tax rate.

Additionally,

when income of a company originating from “preferred technology income” is distributed as dividend to a foreign-resident

corporation, tax withholding from the dividend is 4 %, provided that 90 % or more of that company’s shares are directly held by one

or more foreign corporations, and the profits resulted after they acquired the shares.

Israeli subsidiary may qualify for tax benefits under the Law for the Encouragement of Capital Investments, 1959.

As of December 31,

2025 and 2024 the Company has not recognized any material tax benefit related to such incentives due to cumulative losses and the existence

of a full valuation allowance.

forward tax losses

of December 31, 2024, the Company had a net carry forward tax loss of approximately $ 60 million, of which approximately $ 35 million (arising

before January 1, 2018), expires until 2038, and approximately $ 25 million, which does not expire, but is limited to offset 80 % of the

net income in the year it is utilized.

tax laws, for net operating losses (NOLs) arising after December 31, 2017, the Tax Cuts and Jobs Act enacted on December 22,

2017 (the “2017 Act”) limits a taxpayer’s ability to utilize NOL carryforwards to 80% of taxable income.

TO THE CONSOLIDATED FINANCIAL STATEMENTS (continued)

addition, NOLs arising after 2017 can be carried forward indefinitely, but carryback is generally prohibited.

NOLs generated in tax years

beginning before January 1, 2018, will not be subject to the foregoing taxable income limitation and will continue to have a two-year

carryback and twenty-year carryforward period.

of December 31, 2024 and 2023, InspireMD Ltd., an Israeli subsidiary, had a net carry forward tax loss of approximately $ 126 and $ 107

of December 31, 2025, the Company had U.S.

federal net operating loss (“NOLs”) carryforwards of approximately $ 66 million.

Of this amount, approximately $ 35 million arose prior to January 1, 2018 and expire through 2038.

Net operating losses generated after

December 31, 2017 may be carried forward indefinitely but are limited to offsetting 80 % of taxable income in the year utilized.

of December 31, 2025, and 2024, InspireMD Ltd., the Company’s Israeli subsidiary, had a net carry forward tax loss of approximately

$ 180 and $ 126 million.

Under Israeli tax laws, the carry forward tax losses can be utilized indefinitely.

Israeli subsidiary is taxed in New Israeli Shekel (“NIS”), which is different from its functional currency (U.S.

The change in the Israeli subsidiary NOL’s for tax purposes partly resulted by such rate differences.

Company’s Israeli subsidiary is taxed in New Israeli Shekel (“NIS”), which is different from its functional currency

The change in the Company’s Israeli subsidiary NOLs for tax purposes partly resulted by such rate differences.

before income taxes

5 unchanged sentences

InspireMD, Inc.

11 - TAXES ON INCOME (continued):

taxes on income

main reconciling item between the statutory tax rate of the Company and its subsidiaries and the effective tax rate is the change in

valuation allowance in respect of tax benefits from carried forward tax losses due to uncertainty of the realization of such tax benefits.

TO THE CONSOLIDATED FINANCIAL STATEMENTS (continued)

Changes in valuation allowance

changes in the valuation allowance for the years ended December 31, 2025, and 2024 were as follows:

2 unchanged sentences

in thousands)

Balance at the beginning of the

Balance at the beginning of

Changes during the year

Losses during the year

(including foreign exchange rate effect)

Balance at the end of the year

TO THE CONSOLIDATED FINANCIAL STATEMENTS (continued)

for Uncertain Tax positions

4 unchanged sentences

in thousands)

Balance at beginning of the year

Balance at beginning of the

Additions related to uncertain tax positions

3 unchanged sentences

SCHEDULE OF OPEN TAX YEARS BY MAJOR JURISDICTION

11 - TAXES ON INCOME (continued):

SCHEDULE OF DEFERRED INCOME TAX

in thousands)

Provision for vacation and recreation

Carry forward tax losses

Provision for vacation and recreation pay

Operating lease right of use assets

2 unchanged sentences

Marketable securities

Carry forward tax losses

Accrued severance pay,

1 unchanged sentence

Less-valuation allowance

Reconciliation

of Statutory Federal Income Tax Rate to the Effective Income Tax Rate:

provision for income taxes differs from the expected amount calculated by applying the Company’s federal statutory rate to loss

before tax expenses for 2025 and 2024 as follows:

OF EFFECTIVE INCOME TAX RATE

in thousands)

US federal statutory

Foreign tax effects

Statutory tax rate differences between United

States and Israel

Difference resulting from using NIS as the measurement basis for tax purposes

Changes in valuation allowance

Non- taxable or non-deductible items

Other adjustments

Changes in valuation allowance

Non- taxable or non-deductible

Changes in unrecognized

Other adjustments

Effective tax expense

TO THE CONSOLIDATED FINANCIAL STATEMENTS (continued)

11 - SUPPLEMENTARY FINANCIAL STATEMENT INFORMATION :

4 unchanged sentences

Raw materials and supplies

TO THE CONSOLIDATED FINANCIAL STATEMENTS (continued)

12 - SUPPLEMENTARY FINANCIAL STATEMENT INFORMATION (continued):

OF ACCOUNTS PAYABLE AND ACCRUALS - OTHER

payable and accruals-other:

OF ACCOUNTS PAYABLE AND ACCRUALS - OTHER

in thousands)

11 unchanged sentences

in thousands)

* Other countries

don’t exceed 10% in the years ended December 2024 and 2023.

* Other individual

countries do not exceed 10% in the year ended December 31, 2025 and 2024.

principal customers (part of revenues):

2 unchanged sentences

Sales percentage

The following table presents the Company’s long-lived assets by geographic region, which consist of property,

plant and equipment, net and operating lease right of use assets:

following table presents the Company’s long-lived assets by geographic region, which consist of property, plant and equipment,

net and operating lease right of use assets:

OF LONG-LIVED ASSETS BY GEOGRAPHIC REGION

1 unchanged sentence

United States

Total long-lived assets

long-lived assets

TO THE CONSOLIDATED FINANCIAL STATEMENTS (continued)

13 – SEGMENT INFORMATION

Company has one 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 loss 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, clinical trials

expenses within the research and development operations and certain other expenses.

following table summarizes the Company’s segment revenue, significant segment expenses, and segment loss.

Company has one 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 loss to measure segment profit or loss, allocate resources, and assess performance.

CODM examines, within each operational function, the employee salaries including the bonus and share based compensation.

the CODM examines the clinical trials expenses within the research and development operations.

OF SEGMENT REVENUE

2 unchanged sentences

Material and Labor

cost of revenues

Cost of Revenues

Research and development (R&D)

Other cost of revenues

Total Cost of revenues

Research and development

Payroll and Benefits

6 unchanged sentences

Total Selling and marketing

General and administrative (G&A)

General and administrative

Payroll and Benefits

Share based compensation

General and administrative

Total General and administrative

Financial Income, net;

5 unchanged sentences

are subject to a 1 one-year vesting period.

to December 31, 2024, the Company granted 558,417 restricted share units of the Company’s common stock to the chief executive officer.

to December 31, 2025, the Company granted 1,114,792 restricted share units of the Company’s common stock to the chief executive

The shares are subject to a three-year vesting period, with one-third of such awards vesting each year.

to December 31, 2024, the Company granted to employees and directors options to purchase a total of 848,204 shares of the Company’s

common stock.

The options have an exercise price of $ 2.76 per share, which was the fair market value of the Company’s common stock

on the date of the grant.

The options to employees are subject to a three-year vesting period, with one-third of such awards vesting

The options to directors are subject to a one-year vesting period.

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 9A. Controls and Procedures