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Item 1. Financial Statements

2025-05-08 compared with 2024-11-12 · 227 added, 316 removed, 165 unchanged (77% of the section changed)

1 unchanged sentence

CONSOLIDATED FINANCIAL STATEMENTS

OF AND FOR THE QUARTER ENDED SEPTEMBER 30, 2024

CONSOLIDATED FINANCIAL STATEMENTS:

Condensed Consolidated Balance Sheets

Condensed Consolidated Statements of Operations

Condensed Consolidated Statements of Changes in Equity

Condensed Consolidated Statements of Cash Flows

Notes to the Condensed Consolidated Financial Statements

OF AND FOR THE QUARTER ENDED MARCH 31, 2025

FINANCIAL STATEMENTS (UNAUDITED):

Consolidated Balance Sheets

dollars in thousands)

September 30,

Consolidated Statements of Operations

Consolidated Statements of Changes in Equity

Consolidated Statements of Cash Flows

to the condensed Consolidated Financial Statements

CONSOLIDATED BALANCE SHEETS

dollars in thousands, except share and per share data)

CURRENT ASSETS:

5 unchanged sentences

NON-CURRENT ASSETS:

Long term deposit

Property, plant and equipment, net

3 unchanged sentences

CONSOLIDATED BALANCE SHEETS

dollars in thousands other than share and per share data)

September 30,

dollars in thousands, except share and per share data)

LIABILITIES AND EQUITY

3 unchanged sentences

LONG-TERM LIABILITIES-

Operating lease liabilities

Liability for employees’ rights upon retirement

Operating lease liabilities net of current maturities

Liability for employee rights upon retirement and others

TOTAL LONG-TERM LIABILITIES

COMMITMENTS AND CONTINGENT LIABILITIES

TOTAL LIABILITIES

COMMITMENTS AND CONTINGENT LIABILITIES

Common stock, par value $ 0.0001 per share;

150,000,000 shares authorized at September 30, 2024 and December 31, 2023;

25,719,632 and 21,841,215 shares issued and outstanding at September 30, 2024 and December 31, 2023, respectively

150,000,000 shares authorized at March 31, 2025 and December 31, 2024;

29,752,661 and 26,611,033 shares issued and outstanding at March 31, 2025 and December 31, 2024, respectively

Preferred C shares, par value $ 0.0001 per share;

1,172,000 shares authorized at September 30, 2024 and December 31, 2023;

1,718 shares issued and outstanding at September 30, 2024 and December 31 2023, respectively

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

1,718 shares issued and outstanding at March 31, 2025 and December 31 2024

Additional paid-in capital

1 unchanged sentence

Total liabilities and equity

* Represents an amount

less than $1 thousand

an amount less than $1 thousand

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

CONSOLIDATED STATEMENTS OF OPERATIONS

dollars in thousands, except per share data)

Three months ended

September 30,

Nine months ended

September 30,

dollars in thousands, except share and per share data)

3 Months Ended March 31,

COST OF REVENUES

7 unchanged sentences

NET LOSS PER SHARE - basic and diluted

WEIGHTED AVERAGE NUMBER OF SHARES OF COMMON STOCK USED IN

COMPUTING NET LOSS PER SHARE - basic

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

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

1 unchanged sentence

dollars in thousands, except share data)

Preferred Stock

Preferred C shares

Additional paid-in

BALANCE AT January 1, 2024

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

Issuance of common shares, pre-funded warrants and warrants,

net of issuance costs

Share-based compensation related to stock, restricted stock, restricted stock units and stock options award, net of forfeitures of 14,019 shares

BALANCE AT September 30, 2023

* Represents an amount

less than $1 thousand

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

CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY

dollars in thousands, except share data)

Preferred Stock

Additional paid-in

BALANCE AT July 1, 2023

Share-based compensation related to stock, restricted stock, restricted stock units and stock options award, net of forfeitures of 9,749 shares

BALANCE AT September 30, 2023

* Represents an amount

less than $1 thousand

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

Share-based compensation related to restricted stock, restricted stock units and stock options award, net of forfeitures of 75,090 shares

BALANCE AT March 31, 2024

an amount less than $1 thousand

CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY

dollars in thousands, except share data)

Preferred Stock

Preferred C shares

Additional paid-in

BALANCE AT January 1, 2025

Exercise of pre-funded warrants

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

Exercise of Warrants Series H to pre-funded warrants and common

stock, net of issuance

Issuance of common shares, Included at the market offering net

issuance costs

Share-based compensation related to stock, restricted stock, restricted stock units and stock options award, net of forfeitures of 112,382 shares

BALANCE AT September 30, 2024

* Represents an amount

less than $1 thousand

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

CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY

dollars in thousands, except share data)

Preferred Stock

Additional paid-in

BALANCE AT July 1, 2024

Balance, value

Exercise of pre-funded warrants

Issuance of common shares, Included at the market offering net of $ 1 issuance costs

Issuance of common shares, including at the market offering

Share-based compensation related to stock, restricted stock, restricted stock units and stock options award

BALANCE AT September 30, 2024

* Represents an amount

less than $1 thousand

Issuance of common stock, included at the market offering net of $ 22 issuance costs

Share-based compensation related to restricted stock, restricted stock units and stock options award, net of forfeitures of 29,295 shares

Share-based compensation related to stock,

restricted stock, restricted stock units and stock options award, net of forfeitures

BALANCE AT March 31, 2025

Balance, value

an amount less than $1 thousand

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

1 unchanged sentence

dollars in thousands)

Nine months ended

Three months ended

CASH FLOWS FROM OPERATING ACTIVITIES:

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

Gain from sale of property, plant and equipment

Loss on amounts funded in respect of employee rights upon retirement

Changes in fair value of marketable securities, net of interest received

Change in fair value of markable securities, net of interest received

Change in liability for employees rights upon retirement

Other financial expenses (income)

Change in operating right of use asset and leasing liability

Change in operating right of use asset and operating leasing liability

Share-based compensation expenses

Decrease in interest receivable on short term deposits

Loss on amounts funded in respect of employee rights upon retirement, net

Changes in operating asset and liability items:

Decrease (increase) in prepaid expenses

Decrease in prepaid expenses

Decrease (Increase) in trade receivables

Increase in other receivables

Decrease in other receivables

Increase in inventory

Increase (decrease) in trade payables

Increase (decrease) in other payables

Decrease in other payables

Net cash used in operating activities

CASH FLOWS FROM INVESTING ACTIVITIES:

Investment in short-term bank deposits

Purchase of property, plant and equipment

Proceeds from sale of property, plant and equipment

Investments in marketable securities

Proceeds from matured marketable securities

Withdrawal from short-term bank deposits

Amounts funded in respect of employee rights upon retirement

Net cash provided by (used in) investing activities

Net cash provided by investing activities

CASH FLOWS FROM FINANCING ACTIVITIES:

Proceeds from exercise of warrants, net of $ 1,000 issuance costs

Proceeds from issuance of shares and warrants, net

Proceeds from issuance of shares, net of $ 22 issuance costs

Net cash provided by financing activities

EFFECT OF EXCHANGE RATE CHANGES ON CASH AND CASH EQUIVALENTS

INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS

DECREASE IN CASH AND CASH EQUIVALENTS

BALANCE OF CASH AND CASH EQUIVALENTS AT BEGINNING OF THE PERIOD

BALANCE OF CASH AND CASH EQUIVALENTS AT END OF THE PERIOD

SUPPLEMENTAL DISCLOSURE OF NON-CASH 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

SUPPLEMENT NON-CASH INVESTING AND FINANCING ACTIVITIES:

Receivable on account of share issuance

Non-cash purchase of property and equipment

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

TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

1 - DESCRIPTION OF BUSINESS

Inc., a Delaware corporation (the “Company”), together with its subsidiaries, is a medical device company focusing on

the development and commercialization of its proprietary MicroNet™ stent platform technology for the treatment of complex vascular

and coronary disease.

InspireMD, Inc., a Delaware corporation (the “Company”), together with its subsidiaries, is a medical device company focusing on the development and commercialization of its proprietary MicroNet™ stent platform technology for the treatment of complex vascular and coronary disease.

MicroNet, a micron mesh sleeve, is wrapped over a stent to provide embolic protection in 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.

Company has an accumulated deficit as of September 30, 2024, as well as a history of net losses and negative operating cash flows

in recent years.

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

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

These 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 exercise 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.

carotid artery d isease.

Company markets its product 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.

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

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 condensed 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.

Related to the Company’s Operations in Israel

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

In addition, since the commencement of

these events, there have been continued hostilities along Israel’s northern border with Lebanon (with the Hezbollah terror

organization), Israel’s southern border with the Gaza Strip (with the Hamas terrorist organization) and on other fronts from

various extremist groups in region, such as the Houthis in Yemen and various rebel militia groups in Syria and Iraq.

Iran recently launched direct attacks on Israel involving hundreds of drones and missiles and has threatened to continue to attack

Israel and is widely believed to be developing nuclear weapons.

Iran is also believed to have a strong influence among extremist

groups in the region, such as Hamas in Gaza, Hezbollah in Lebanon, the Houthi movement in Yemen and various rebel militia groups

in Syria and Iraq.

As of the date of these consolidated financial statements, the war in Israel is ongoing and continues to evolve.

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

Currently, such activities in Israel remain largely

the nine and three months ended September 30, 2024, the impact of this war on the Company’s results of operations and financial

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 current production facility, are located in Israel.

such activities in Israel remain largely unaffected.

the three months ended March 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

Risks Related to the Geopolitical and Military Tensions

Between Russia and Ukraine in Europe

The escalation of geopolitical instability in Russia and Ukraine as well

as currency fluctuations in the Russian Ruble has immaterial impact on the Company’s operations, sales, and future growth prospects

in that region as for three months ended March 31, 2025.

2 - BASIS OF PRESENTATION

accompanying unaudited condensed consolidated financial statements have been prepared on the same basis as the annual consolidated

financial statements for the year ended December 31, 2023.

In the opinion of the company, all adjustments considered necessary for a

fair statement of the results of the interim periods reported herein have been included (consisting only of normal recurring

adjustments).

These condensed consolidated financial statements and notes thereto are unaudited and should be read in conjunction

with the Company’s audited financial statements for the year ended December 31, 2023, as found in the Company’s Annual

Report on Form 10-K, filed with the Securities and Exchange Commission on March 5, 2024.

The results of operations for the three and

nine months ended September 30, 2024, are not necessarily indicative of results that could be expected for the entire fiscal

accompanying unaudited consolidated financial statements have been prepared on the same basis as the annual consolidated financial

In the opinion of the Company, the financial statements reflect all adjustments, which include only normal recurring

adjustments, necessary for a fair statement of its financial position as of March 31, 2025 and its results of operations, changes in

equity and cash flows for the three months ended March 31, 2025 and 2024.

These condensed consolidated financial statements and

notes thereto are unaudited and should be read in conjunction with the Company’s audited financial statements for the year

ended December 31, 2024, as found in the Company’s Annual Report on Form 10-K, filed with the Securities and Exchange

Commission on March 12, 2025.

The results of operations for the three months ended March 31, 2025 are not necessarily indicative of

results that could be expected for the entire fiscal year.

3 - RECENTLY ADOPTED AND ISSUED ACCOUNTING PRONOUNCEMENTS

adopted accounting pronouncements

August 2020, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”)

2020-06 “Debt – Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging – Contracts

in Entity’s Own Equity (Subtopic 815 – 40).” This guidance simplifies the accounting for certain financial instruments

with characteristics of liabilities and equity, including convertible instruments and contracts on an entity’s own equity.

This ASU is effective for the Company for fiscal years beginning after December 15, 2023, and interim periods within those fiscal

The Company adopted the provisions of this update as of January 1, 2024 with no material impact on its consolidated financial

issued accounting pronouncement, not yet adopted

November 2023, the FASB issued ASU 2023-07 “Segment Reporting:

Improvements to Reportable Segment Disclosures”.

guidance expands public entities segment disclosures primarily by requiring disclosure of significant segment expenses that are regularly

provided to the chief operating decision maker and included within each reported measure of segment profit or loss, an amount and

description of its composition for other segment items, and interim disclosures of a reportable segment’s profit or loss and

Public entities with a single reportable segment are required to provide the new disclosures and all the disclosures required

under Accounting Standards Codification (“ASC”) 280.

The guidance is effective for fiscal years beginning after December

15, 2023, and interim periods within fiscal years beginning after December 15, 2024, with early adoption permitted.

The amendments

are required to be applied retrospectively to all prior periods presented in an entity’s financial statements.

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

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

December 2023, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“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.

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.

ASU 2023-09 is effective for fiscal years beginning after December 15,

2024 on a prospective basis, with the option to apply the standard retrospectively.

ASU 2023-09 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 disclosures.

The Company is currently evaluating this

guidance to determine the impact it may have on its consolidated financial statements and disclosures.

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, G&A, S&M and research and development) as well as disclosures about selling expenses.

is effective for fiscal years beginning after December 15, 2026, and interim periods within fiscal years beginning after December

Early adoption is permitted.

The Company is currently evaluating this ASU to determine its impact on the Company’s

financial statements and disclosures.

4 – FAIR VALUE MEASUREMENTS

13 unchanged sentences

OF FINANCIAL ASSETS SUBJECT TO FAIR VALUE MEASUREMENTS

As of September 30, 2024

As of March 31, 2025

($ in thousands)

Cash equivalents-

Money market funds

Marketable securities-

government bonds

5 unchanged sentences

Marketable securities-

government bonds

Marketable securities

Company’s debt securities are classified within 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 September 30, 2024, is $ 23,919 thousand.

cost of Marketable securities as of December 31, 2023 is $ 28,727 thousand.

U.S government bonds

Marketable securities

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

OF MARKETABLE SECURITIES

September 30,

($ in thousands)

government bonds

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 March 31, 2025 and December 31,2024 is $ 13,460 and $ 15,277 thousand, respectively.

5 - MARKETABLE SECURITIES

following table summarizes the fair value of the Company’s marketable securities classified by maturity as of September 30, 2024,

and December 31, 2023:

OF FAIR VALUE OF MARKETABLE SECURITIES CLASSIFIED BY MATURITY

September 30,

($ in thousands)

Amounts maturing within one year

Amounts maturing after one year through two years

table below sets forth a summary of the changes in the fair value of the Company’s marketable securities for the nine months period

ended September 30, 2024:

March 31, 2025 and December 31, 2024, all of the Company’s marketable securities had contractual maturities of less than one

The fair value of these securities was $ 13.7

million and $ 15.7

million as of March 31, 2025 and December 31, 2024, respectively.

table below sets forth a summary of the changes in the fair value of the Company’s marketable securities for the three-month period

ended March 31, 2025 and 2024:

OF CHANGES IN FAIR VALUE OF MARKETABLE SECURITIES

Nine months ended

September 30,

Nine months ended September 30,

Three months ended

($ in thousands)

3 unchanged sentences

Balance at end of the period

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.

of Series H Warrant

Series H Warrants have 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 for the purchase of 12,914,086

shares of common stock 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 net proceeds to the Company from the exercise of the Series H warrants were $ 16.9

million after deduction of placement agent fees of $ 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 financing that the Company consummated on May 15, 2023.

Company maintains an at-the-market (“ATM”) facility with Piper Sandler & Co.

(“Piper”) pursuant to an Equity

Distribution Agreement entered into in May 2024.

In accordance with the 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 effect.

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.

As of nine months ended September 30, 2024,

12,961 shares of common stock have been sold under the ATM program for total gross proceeds of approximately $ 35 thousand and total

fees of approximately $ 1 thousand.

the nine months ended September 30, 2024, the Company issued a total of 1,728,382 shares

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

shares of common stock of which 200,000 Pre-Funded were exercised to 199,992 shares of its

common stock on a cashless basis.

As of September 30, 2024, there are Pre-Funded Warrants

to purchase an aggregate of 26,147,323 shares of common stock outstanding.

of September 30, 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 September 30, 2024, the Company has outstanding warrants to purchase an aggregate of 40,268,464

shares of common stock as follows:

Company elected the fair value option to measure and recognize its investments in debt securities in accordance with Accounting

Standards Codification (“ASC 825”), Financial Instruments as the Company manages its portfolio and evaluates the performance on

a fair value basis.

of March 31, 2025, 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 March 31, 2025, there are 25,503,438 outstanding pre-funded warrants.

of March 31, 2025, the Company has outstanding warrants to purchase an aggregate of 40,268,464 shares of common stock as follows:

SCHEDULE OF ISSUANCE OF WARRANTS TO PURCHASE COMMON STOCK

9 unchanged sentences

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 nine months ended September 30, 2024, a total of 213,458 warrants expired.

of September 30, 2024, the Company had 155,000,000 authorized shares of capital stock, par

value $ 0.0001 per share, of which 150,000,000 are shares of common stock and 5,000,000 are

shares of “blank check” preferred stock.

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

2024 Inducement

Plan (the “2024 Inducement Plan”) to be

used exclusively for grants of equity-based awards to individuals who were not previously employees or directors of the Company, as an

inducement material to the individual’s entry into employment with the Company.

the nine months ended September 30, 2024, the Company granted 1,944,603 restricted shares

of the Company’s common stock to employees and directors.

The shares to employees are

subject to a three-year vesting period, with one-third of such awards vesting each year.

Series I Warrants, 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 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.

of March 31, 2025, the Company had 155,000,000 authorized shares of capital stock, par value $ 0.0001 per share, of which 150,000,000

are shares of common stock and 5,000,000 are shares of “blank check” preferred stock.

the three months ended March 31, 2025, the Company granted 2,253,445 restricted shares of the Company’s common stock to employees

and directors.

The shares to employees are subject to a three-year vesting period, with one-third of such awards vesting each year.

The shares to directors are subject to a one-year vesting period.

fair value of the above restricted shares was approximately $ 6.22 million.

the nine months ended September 30, 2024, the Company granted 563,499 restricted share units

of the Company’s common stock to the chief executive officer (CEO).

The shares are

subject to a three-year vesting period, with one-third of such awards vesting each year.

the three months ended March 31, 2025, the Company granted 558,417

restricted share units of the Company’s common stock to the chief executive officer.

The restricted share units are subject to a

three-year vesting period, with one-third of such awards vesting each year.

fair value of the above restricted share units was approximately $ 1.54 million

the nine months ended September 30, 2024, the Company granted to employees and directors

options to purchase a total of 761,114 shares of the Company’s common stock.

have exercise prices ranging from $ 2.44 -$ 3.14 per share, which was the fair market value

of the Company’s common stock on the respective dates of the grant.

The options to

employees are subject to a three-year vesting period, with one-third of such awards vesting

the three months ended March 31, 2025, the Company granted to employees and directors options to purchase a total of 848,207 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 respective dates of the grant.

The options to employees are subject to a three-year vesting period,

with one-third of such awards vesting each year.

The options to directors are subject to a one-year vesting period.

calculating the fair value of the above options, the Company used the following assumptions:

dividend yield of 0 % and expected term of

5.5 - 6.5 years;

dividend yield of 0 % and expected term

of 5.5 - 6.5 years;

expected volatility ranging from 91.27 %- 92.69 %;

1 unchanged sentence

fair value of the above options, using the Black-Scholes option-pricing model, was approximately $ 1.81 million.

April 1, 2024, the Company granted to consultants options to purchase a total of 125,000

shares of the Company’s common stock.

The options have an exercise price of $ 2.37 per

share, which was the fair market value of the Company’s common stock on the date of

25,000 options are subject to a two-year vesting period (of which 12,500 options

are vesting in the first year and 12,500 options are vesting in the second year) and 100,000

options with performance conditions related to clinical activities.

calculating the fair value of the above options, the Company used the following assumptions:

dividend yield of 0 %;

expected volatility ranging from 96.01 %- 100.76 %;

and risk-free interest rate ranging from 4.33 %- 4.34 %.

fair value of the above options, using the Black-Scholes option-pricing model, was $ 233,169 .

7 – RELATED PARTIES TRANSACTIONS

the nine and three months ended September 30, 2024, a member of the immediate family of the CEO provided certain administrative

services in connection with the Company’s expansion to the U.S.

in the amount of $ 55,000 and

respectively.

the three months ended March 31, 2025 and 2024, a member of the immediate family of the CEO provided certain administrative services in

connection with the Company’s expansion to the U.S.

in the amount of $ 24

thousand and $ 15 thousand, respectively.

8 - NET LOSS PER SHARE :

4 unchanged sentences

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

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.

For the nine and three-month periods

ended September 30, 2024, we had weighted average pre-funded warrants of 19,016,286

and 26,199,497 ,

respectively, which were used in the computations of net loss per share for the nine and three-month periods.

total number of shares of common stock related to outstanding options, warrants, unvested restricted stock, unvested restricted stock

units and Series C Preferred Stock excluded from the calculations of diluted loss per share were 48,619,222 and 59,753,458 as of September 30, 2024 and 2023, respectively.

This amount includes 3,979,486

and 3,073,821 of unvested restricted stock included in the number of issued and outstanding shares as of September 30, 2024 and 2023,

respectively.

units and Series C preferred stock, which were excluded from the calculations of diluted loss per share were 52,233,293 and 62,556,668 for the

three month period ended March 31, 2025 and 2024.

This amount includes 5,671,612 and 4,611,500 of unvested restricted stock included in the

number of issued and outstanding shares as of March 31, 2025 and 2024.

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.

the three months ended March 31, 2025 and 2024, the weighted average number of ordinary shares used in computing net loss per share - basic

and diluted was as follows:

OF WEIGHTED AVERAGE NUMBER OF SHARES

Weighted average number of ordinary shares

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

9 - FINANCIAL INSTRUMENTS :

value of financial instruments

carrying amounts of financial instruments approximate their fair value either because these amounts are presented at fair value or due

to the relatively short-term maturities of such instruments.

of September 30, 2024, and December 31, 2023, allowance for expected credit loss was immaterial.

carrying amounts of financial instruments approximate their fair value either because these amounts are presented at fair value, due

to the relatively short-term maturities of certain instruments or they are measured using interest rates close to prevailing market rates.

of March 31, 2025, and December 31, 2024, allowance for expected credit loss was immaterial.

10 - INVENTORY :

OF INVENTORIES

September 30,

March 31, 2025

December 31, 2024

($ in thousands)

2 unchanged sentences

Raw materials and supplies

Total inventory

11 - ACCOUNTS PAYABLE AND ACCRUALS - OTHER :

OF ACCOUNTS PAYABLE AND ACCRUALS - OTHER

September 30,

March 31, 2025

December 31, 2024

($ in thousands)

2 unchanged sentences

Accrued expenses

Clinical trials accrual

Clinical trial accrual

Current Operating lease liabilities

1 unchanged sentence

Accruals - Other

12 - DISAGGREGATED REVENUE AND ENTITY WIDE DISCLOSURES :

- DISAGGREGATED REVENUE :

are attributed to geographic areas based on the location of the customers.

1 unchanged sentence

SCHEDULE OF REVENUES ATTRIBUTED TO GEOGRAPHIC AREAS

Three months ended

September 30,

Nine months ended

September 30,

Three months ended March 31

($ in thousands)

Other countries don’t exceed 10% in the three months

ended March 31, 2025 and 2024.

principal customers:

OF REVENUES ATTRIBUTED TO GEOGRAPHIC AREAS BY PRINCIPAL CUSTOMERS

Three months ended

September 30,

Nine months ended

September 30,

Three months ended March 31

Sales percentage

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 income 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

Three months ended March 31,

Cost of Revenues:

Material and Labor

Other cost of revenues

Total Cost of Revenues

Research and development (R&D)

Payroll and Benefits

Share based compensation

Clinical trials

Total Research and development

Selling and marketing (S&M)

Payroll and Benefits

Share based compensation

Total Selling and marketing

General and administrative (G&A)

Payroll and Benefits

Share based compensation

Total General and administrative

Financial Income, net;

Segment net Loss

14 - SUBSEQUENT EVENTS :

As of the approval date of these financial statements, the Company has issued an aggregate of 197,167 shares

of restricted common stock pursuant to the 2024 Inducement Plan and 32,648

shares of restricted common stock under the 2021 plan.

October 9, 2024, the Company entered into a lease agreement in Miami, Florida (the “Lease”)

for the establishment of its new global headquarters.

The Lease has a term of 64 months from

the Commencement Date (as defined in the Lease) subject to a five -year extension in accordance

with the terms of the Lease.

the Lease, the Company will pay the Landlord a security deposit of $ 500 thousand.

Provided the Company does not default, the security

deposit will be refunded at specified intervals throughout the lease term.

Additionally, the Company will pay a base rent of $ 23 thousand per month for the first year, with gradual annual increases each subsequent year.

The Company is also responsible for covering standard

lease expenses, including applicable taxes, operating expenses, and utilities.

October 1, 2024 through the date of the approval of these financial statements, 134,316 shares of common stock have been sold under

the ATM program for total gross proceeds of approximately $ 341 thousands and total fees of approximately $ 10 thousands.

Subsequent to March 31,2025, the Company granted

restricted shares of the Company’s common stock to employees.

The shares to employees are subject to a three 3 -year vesting

period, with one-third

of such awards vesting each year.

Subsequent to March

31,2025, one of the Company’s investors exercised pre-funded warrants to purchase 767,693

shares of the Company common stock.

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-Q

Item 1. Financial Statements