RA'ANANA, Israel, Dec. 26,
2023 /PRNewswire/ -- Inspira Technologies OXY B.H.N.
Ltd. (NASDAQ: IINN) (NASDAQ: IINNW) (the "Company"
or "Inspira"), a pioneer in life support technology with a vision
to supersede traditional mechanical ventilators, today announced
that it has entered into a definitive agreement for the issuance
and sale of an aggregate of 3,031,250 of ordinary shares (or
pre-funded warrants in lieu thereof) at a purchase price of
$1.28 per share (or per pre-funded
warrants in lieu thereof) in a registered direct offering. The
Company has also agreed to issue in a concurrent private placement
unregistered warrants to purchase up to an aggregate of 3,031,250
ordinary shares. The warrants will have an exercise price of
$1.28 per share, will be immediately
exercisable upon issuance, and will expire three and one-half years
from the date of issuance. The offering is expected to close on or
about December 28, 2023, subject to
the satisfaction of customary closing conditions.
H.C. Wainwright & Co. is acting as the exclusive placement
agent for the offering.
The gross proceeds to Inspira from the offering are expected to
be $3.88 million, before deducting
the placement agent's fees and other offering expenses payable by
the Company. Inspira currently intends to use the net proceeds from
the offering for working capital and general corporate
purposes.
The securities described above (excluding the unregistered
warrants and the ordinary shares underlying the unregistered
warrants) are being offered and sold by the Company in a registered
direct offering pursuant to a "shelf" registration statement on
Form F-3 (Registration No. 333-266748), including a base
prospectus, previously filed with the Securities and Exchange
Commission (SEC) on August 10, 2022
and declared effective by the SEC on August
18, 2022. The offering of such securities in the registered
direct offering are being made only by means of a prospectus
supplement that forms a part of the registration statement. A final
prospectus supplement and an accompanying base prospectus relating
to the registered direct offering will be filed with the SEC and
will be available on the SEC's website located
at http://www.sec.gov. Electronic copies of the final
prospectus supplement and accompanying base prospectus may also be
obtained, when available, by contacting H.C. Wainwright & Co.,
LLC at 430 Park Avenue, 3rd Floor, New
York, NY 10022, by phone at (212) 856-5711 or e-mail at
placements@hcwco.com.
The unregistered warrants described above are being offered in a
private placement under Section 4(a)(2) of the Securities Act of
1933, as amended (the "Act"), and Regulation D promulgated
thereunder and, along with the ordinary shares underlying such
warrants, have not been registered under the Act, or applicable
state securities laws. Accordingly, the warrants and the underlying
ordinary shares may not be reoffered or resold in the United
States except pursuant to an effective registration statement
or an applicable exemption from the registration requirements of
the Act and such applicable state securities laws.
This press release shall not constitute an offer to sell or a
solicitation of an offer to buy these securities, nor shall there
be any sale of these securities in any state or jurisdiction in
which such offer, solicitation or sale would be unlawful prior to
the registration or qualification under the securities laws of any
such state or jurisdiction.
Inspira Technologies OXY B.H.N. Ltd.
Inspira Technologies is leading the way in transforming
life-support care. Its innovative solutions are paving the way for
direct blood oxygenation, bypassing the lungs, and potentially
reducing the need for traditional mechanical ventilation. Beyond
this, the Company is committed to advancing blood circulation
technology and incorporating AI-driven monitoring systems. These
advancements are part of its strategy to offer more
patient-focused, data-informed care. The integration of these
technologies signifies the potential to enhance patient outcomes
and streamline hospital operations, marking a new era in
respiratory care.
For more information, please visit our corporate website:
Inspira - Breathing. Empowered.
Forward-Looking Statement Disclaimer
This press release contains express or implied forward-looking
statements under U.S. Federal securities laws. These
forward-looking statements and their implications are based only on
the current expectations of the management of the Company. They are
subject to several factors and uncertainties that could cause
results to differ materially from those described in the
forward-looking statements, such as market and other conditions.
For example, the Company uses forward-looking statements when it
discusses the completion of the offering, the satisfaction of
customary closing conditions related to the offering and the
anticipated use of proceeds therefrom. Except as otherwise required
by law, the Company undertakes no obligation to publicly release
any revisions to these forward-looking statements to reflect events
or circumstances after the date hereof or the occurrence of
unanticipated events. More detailed information about the risks and
uncertainties affecting the Company is contained under the heading
"Risk Factors" in the Company's annual report on Form 20-F for the
fiscal year ended December 31, 2022,
filed with the SEC, which is available on the SEC's website,
www.sec.gov.
For more details:
Public Relations Manager
Adi Shmueli
Inspira Technologies
info@inspirao2.com
+972-9-9664485
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SOURCE Inspira Technologies