IINNW Inspira Technologies Oxy B H N Ltd

As filed with the Securities and Exchange Commission on January 16, 2025

Registration No. 333-          

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

 

FORM F-3

 

REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

 

INSPIRA TECHNOLOGIES OXY B.H.N.LTD.

(Exact name of registrant as specified in its charter)

 

Not Applicable

(Translation of Registrant’s Name into English)

 

State of Israel		Not Applicable
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)

 

2 Ha-Tidhar St., Ra’anana, 4366504, Israel

(Address and telephone number of Registrant’s principal executive offices)

 

Puglisi & Associates

850 Library Ave., Suite 204

Newark, DE 19711

Tel: (302) 738-6680

(Name, address, and telephone number of agent for service)

 

Copies to:

 

Oded Har-Even, Esq. Ron Ben-Bassat, Esq. Sullivan & Worcester LLP 1251 Avenue of the Americas New York, NY 10020 Tel: (212) 660-3000

Reut Alfiah, Adv. Gal Cohen, Adv. Sullivan & Worcester Tel Aviv (Har-Even & Co.) 28 HaArba’a St. HaArba’a Towers North Tower, 35th floor Tel Aviv, Israel 6473925 Tel: +972 74-758-0480

 

Approximate date of commencement of proposed sale to the public: From time to time after the effective date of this Registration Statement.

 

If the only securities being registered on this Form are being offered pursuant to dividend or interest reinvestment plans, please check the following box. ☐

 

If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, check the following box. ☒

 

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

 

If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

 

If this Form is a registration statement pursuant to General Instruction I.C. or a post-effective amendment thereto that shall become effective upon filing with the Commission pursuant to Rule 462(e) under the Securities Act, check the following box. ☐

 

If this Form is a post-effective amendment to a registration statement filed pursuant to General Instruction I.C. filed to register additional securities or additional classes of securities pursuant to Rule 413(b) under the Securities Act, check the following box. ☐

 

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933.

 

Emerging growth company ☒

 

If an emerging growth company that prepares its financial statements in accordance with U.S. GAAP, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards† provided pursuant to Section 7(a)(2)(B) of the Securities Act. ☐

 

†	The term “new or revised financial accounting standard” refers to any update issued by the Financial Accounting Standards Board to its Accounting Standards Codification after April 5, 2012.

 

The Registrant hereby amends this Registration Statement on such date or dates as may be necessary to delay its effective date until the Registrant shall file a further amendment which specifically states that this Registration Statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933 or until this Registration Statement shall become effective on such date as the Securities and Exchange Commission, acting pursuant to said Section 8(a), may determine.

 

 

 

The information in this prospectus is not complete and may be changed. The selling shareholders may not sell these securities until the registration statement filed with the Securities and Exchange Commission is effective. This preliminary prospectus is not an offer to sell these securities and is not soliciting an offer to buy these securities in any jurisdiction where the offer or sale is not permitted.

 

Subject to Completion, dated January 16, 2025

 

PROSPECTUS

 

 

INSPIRA TECHNOLOGIES OXY B.H.N.LTD.

 

Up to 9,217,430 Ordinary Shares

 

This prospectus relates to the resale, by the selling shareholders identified in this prospectus, up to 9,217,430 ordinary shares, no par value per share, or the Ordinary Shares, consisting of (i) up to 3,950,343 Ordinary Shares held by the selling shareholders, (ii) 4,608,715 Ordinary Shares issuable upon the exercise of warrants, or the Warrants, and (iii) pre-funded warrants to purchase up to 658,372 Ordinary Shares, or the Pre-Funded Warrants. This prospectus describes the general manner in which the Ordinary Shares may be offered and sold by the selling shareholders. If necessary, the specific manner in which the Ordinary Shares may be offered and sold will be described in a prospectus supplement to this prospectus. No Ordinary Shares are being registered hereunder for sale by us. We will not receive any proceeds from the sale of the Ordinary Shares by the selling shareholders. However, we will receive cash proceeds equal to the total exercise price of the Warrants and the Pre-Funded Warrants that are exercised. See “Use of Proceeds”. The selling shareholders may sell all or a portion of the Ordinary Shares from time to time in market transactions through any market on which our Ordinary Shares are then traded, in negotiated transactions or otherwise, and at prices and on terms that will be determined by the then prevailing market price or at negotiated prices directly or through a broker or brokers, who may act as agent or as principal or by a combination of such methods of sale. See “Plan of Distribution.”

 

Our Ordinary Shares are listed on the Nasdaq Capital Market, or Nasdaq, under the symbol “IINN.” The last reported sale price of our Ordinary Shares on January 15, 2025 was $1.06 per share.

 

We are an emerging growth company, as defined in the Jumpstart Our Business Startups Act of 2012, or the JOBS Act, and a “foreign private issuer”, as defined in Rule 405 under the U.S. Securities Act of 1933, as amended, or the Securities Act, and are eligible for reduced public company reporting requirements.

 

AN INVESTMENT IN OUR SECURITIES INVOLVES RISKS. SEE THE SECTION ENTITLED “RISK FACTORS” BEGINNING ON PAGE 4 AND IN OUR ANNUAL REPORT ON FORM 20-F FOR THE FISCAL YEAR ENDED DECEMBER 31, 2023, which was filed on March 25, 2024, or the 2023 Annual Report.

 

Neither the Securities and Exchange Commission, or the SEC, the Israel Securities Authority nor any state or other securities commission has approved or disapproved of these securities or determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense.

 

The date of this prospectus is         , 2025

 

 

TABLE OF CONTENTS

 

OUR COMPANY		1
ABOUT THIS OFFERING		2
RISK FACTORS		4
CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS		5
USE OF PROCEEDS		7
CAPITALIZATION		7
SELLING SHAREHOLDERS		8
PLAN OF DISTRIBUTION		11
LEGAL MATTERS		13
EXPERTS		13
EXPENSES		13
ENFORCEABILITY OF CIVIL LIABILITIES		14
WHERE YOU CAN FIND ADDITIONAL INFORMATION		15
INCORPORATION OF CERTAIN INFORMATION BY REFERENCE		16

 

You should rely only on the information contained in this prospectus, including information incorporated by reference herein, and any prospectus supplement or any free writing prospectus prepared by or on behalf of us or to which we have referred you. Neither we nor the selling shareholders have authorized anyone to provide you with different information. If anyone provides you with different or inconsistent information, you should not rely on it. This prospectus does not constitute an offer to sell, or a solicitation of an offer to purchase, the securities offered by this prospectus in any jurisdiction to or from any person to whom or from whom it is unlawful to make such offer or solicitation of an offer in such jurisdiction. The information in this prospectus is accurate only as of the date of this prospectus, regardless of the time of delivery of this prospectus or any sale of our securities.

 

For investors outside of the United States: Neither we nor any of the selling shareholders have done anything that would permit this offering or possession or distribution of this prospectus in any jurisdiction where action for that purpose is required, other than in the United States. You are required to inform yourselves about and to observe any restrictions relating to this offering and the distribution of this prospectus. In this prospectus, unless otherwise indicated, all references to the “Company,” “we,” “our” and “Inspira” refer to Inspira Technologies Oxy B.H.N. Ltd., unless we state or the context implies otherwise. References to “U.S. dollars” and “$” are to currency of the United States of America, and references to “shekel”, “Israeli shekel” and “NIS” are to New Israeli Shekels. References to “Ordinary Shares” are to our Ordinary Shares, no par value. We report our financial statements in accordance with generally accepted accounting principles in the United States, or U.S. GAAP.

 

 

RISK FACTORS

 

Investing in our securities involves risks. Please carefully consider the risk factors described in our periodic reports filed with the Securities and Exchange Commission, or SEC, including those set forth under the caption “Summary Risk Factors” and “Item 3. Key Information – D. Risk Factors” in our 2023 Annual Report, which is incorporated by reference into this prospectus. Before making an investment decision, you should carefully consider these risks as well as other information we include or incorporate by reference in this prospectus. You should be able to bear a complete loss of your investment.

 

 

CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

 

Certain information included or incorporated by reference in this prospectus may be deemed to be “forward-looking statements” within  the meaning of Section 27A of the Securities Act and Section 21E of the U.S. Securities Exchange Act of 1934, as amended, or the Exchange Act, and other securities laws.  Forward-looking statements are often characterized by the use of forward-looking terminology such as “may,” “will,” “plan,” “expect,” “anticipate,” “estimate,” “continue,” “believe,” “predict,” “should,” “intend,” “potential,” “project” or other similar words, but are not the only way these statements are identified.

 

These forward-looking statements may include, but are not limited to, statements relating to our objectives, plans and strategies, statements that contain projections of results of operations or of financial condition, expected capital needs and expenses, statements relating to the research, development, completion and use of our products, and all statements (other than statements of historical facts) that address activities, events or developments that we intend, expect, project, believe or anticipate will or may occur in the future.

 

Forward-looking statements are not guarantees of future performance and are subject to risks and uncertainties. We have based these forward-looking statements on assumptions and assessments made by our management in light of their experience and their perception of historical trends, current conditions, expected future developments and other factors they believe to be appropriate.

 

Important factors that could cause actual results, developments and business decisions to differ materially from those anticipated in these forward-looking statements include, among other things:

 

●

our planned level of revenues and capital expenditures;

 

●

our available cash our ability to obtain additional funding;

 

●

our ability to market and sell our products;

 

●

our expectation regarding the sufficiency of our existing cash and cash equivalents to fund our current operations;

 

●

our ability to advance the development of our products and future potential product candidates;

 

●

our ability to commercialize our products and future potential product candidates and future sales of our products or any other future potential product candidates;

 

●

our assessment of the potential of our products and future potential product candidates to treat certain indications;

 

 

●

our planned level of capital expenditures and liquidity;

 

●

our plans to continue to invest in research and development to develop technology for new products;

 

●

our ability to maintain our relationships with suppliers, manufacturers, distributors, and other partners;

 

●

anticipated actions of the FDA, state regulators, if any, or other similar foreign regulatory agencies, including approval to conduct clinical trials, the timing and scope of those trials and the prospects for regulatory approval or clearance of, or other regulatory action with respect to our products or services;

 

●

the regulatory environment and changes in the health policies and regimes in the countries in which we intend to operate, including the impact of any changes in regulation and legislation that could affect the medical device industry;

 

	●	our ability to meet our expectations regarding the commercial supply of our products and future product candidates;
	●	our ability to retain key office holders;

 

●

our ability to internally develop new inventions and intellectual property;

 

●

the overall global economic environment;

 

●

the impact of competition and new technologies;

 

●

the possible impact of cybersecurity incidents on our business and operations;

 

●

general market, political and economic conditions in the countries in which we operate;

 

	●	the impact of competition and new technologies;
	●	our ability to internally develop new inventions and intellectual property;

 

●

changes in our strategy; and

 

●

litigation.

 

These statements are only current predictions and are subject to known and unknown risks, uncertainties, and other factors that may cause our or our industry’s actual results, levels of activity, performance or achievements to be materially different from those anticipated by the forward-looking statements. We discuss many of these risks in this prospectus in greater detail under the heading “Risk Factors” and elsewhere in this prospectus. You should not rely upon forward-looking statements as predictions of future events.

 

Although we believe that the expectations reflected in the forward-looking statements are reasonable, we cannot guarantee future results, levels of activity, performance, or achievements. Except as required by law, we are under no duty to update or revise any of the forward-looking statements, whether as a result of new information, future events or otherwise, after the date of this prospectus.

 

 

USE OF PROCEEDS

 

We will not receive any proceeds from the sale of the Ordinary Shares by the selling shareholders. All net proceeds from the sale of the Ordinary Shares covered by this prospectus will go to the selling shareholders. However, we will receive cash proceeds equal to the total exercise price of the Warrants and Pre-Funded Warrants that are exercised.

 

We intend to use the proceeds from the exercise of the Warrants and Pre-Funded Warrants for working capital and general corporate purposes.

 

capitalization

 

The following table sets forth our cash and cash equivalents and our capitalization as of June 30, 2024:

 

●

on an actual basis;

 

●

on a pro forma basis to give effect to our December 2024 Private Placement described above; and

 

●

on a pro forma as adjusted basis to give effect to our December 2024 Private Placement, as well as the full exercise of the Warrants and Pre-Funded Warrants issued in the same Private Placement.

 

The following table should be read in conjunction with “Use of Proceeds,” our financial statements and related notes that are incorporated by reference into this prospectus and the other financial information included or incorporated by reference into this form.

 

		As of June 30, 2024 (unaudited)
U.S. dollars in thousands		Actual				Pro forma				Pro forma as adjusted
Cash and cash equivalents			3,550				6,587				11,588
Deposits			3,708				3,708				3,708
Restricted deposits			69				69				69
Financials liability at fair market value			2,009				2,009				2,009
Ordinary shares, no par value per share:			-				-				-
Share capital and additional paid-in capital			67,104				70,141				75,142
Accumulated losses			(61,761	)			(61,761	)			(61,761	)
Total equity			5,343				8,380				13,381
Total liabilities and shareholder equity			9,422				12,459				17,460

 

This above table is based on 24,260,152 Ordinary Shares outstanding as of January 10, 2025, and excludes Ordinary Shares issuable upon exercise of the Pre-Funded Warrants and the Warrants (except as otherwise specified) and:

 

●

553,752 Ordinary Shares issuable upon the exercise of options to directors, employees and consultants under our equity incentive plan, outstanding as of such date, with exercise prices ranging between NIS 0.37 (approximately $0.10) to NIS 11.33 (approximately $3.08) per share, of which 501,126 were vested as of such date;

 

●

2,510,739 RSUs granted to directors, employees, and consultants under our equity incentive plan, none of which were vested as of such date;

 

	●	226,506 Ordinary Shares reserved for future issuance under our equity incentive plan;
	●	277,835 Ordinary Shares issuable upon the exercise of warrants issued in connection with SAFEs;
	●	145,455 Ordinary Shares issuable upon the exercise of warrants issued to Aegis Capital, or the underwriter, who acted as the exclusive placement agent in connection with our IPO, at an exercise price of $6.875 per share;
	●	1,640,455 Ordinary Shares issuable upon the exercise of tradable warrants issued to investors in connection with our IPO at an exercise price of $5.50 per share;
	●	3,031,250 Ordinary Shares issuable upon the exercise of warrants issued to an institutional investor in connection with a securities purchase agreement, dated December 27, 2023, at an exercise price of $1.28 per share;
	●	212,188 Ordinary Shares issuable upon the exercise of warrants issued to HCW at an exercise price of $1.60 per share; and
	●	185,591 Ordinary Shares issuable upon the exercise of warrants issued to Newbridge in connection with the June 2024 registered direct offering, at an exercise price of $1.56 per share.

 

 

SELLING SHAREHOLDERS

 

The Ordinary Shares being offered by the selling shareholders are those previously issued to the selling shareholders, and those issuable to the selling shareholders, upon exercise of the Warrants and Pre-Funded Warrants. For additional information regarding the issuances of those Ordinary Shares, Warrants and Pre-Funded Warrants, see “December 2024 Private Placement of Ordinary Shares and Warrants” above. We are registering the Ordinary Shares in order to permit the selling shareholders to offer the shares for resale from time to time. Except for the ownership of the Ordinary Shares, Warrants and Pre-Funded Warrants, the selling shareholders have not had any material relationship with us within the past three years.

 

Except as otherwise noted in the table below, to our knowledge, within the past three years, none of the selling shareholders has held a position as an officer or a director of ours, nor had any other material relationship of any kind with us or any of our affiliates.

 

A selling shareholder who is an affiliate of a broker-dealer and any participating broker-dealer is deemed to be an “underwriter” within the meaning of the Securities Act, and any commissions or discounts given to any such selling shareholder or broker-dealer may be regarded as underwriting commissions or discounts under the Securities Act. To our knowledge, except as set forth below, none of the selling shareholders is an affiliate of a broker-dealer and there are no participating broker-dealers.

 

The term “selling shareholder” also includes any transferees, pledgees, donees, or other successors in interest to the selling shareholders named in the table below.

 

The table below lists the selling shareholders and other information regarding the beneficial ownership of the ordinary shares by each of the selling shareholders. The second column lists the number of ordinary shares beneficially owned by each selling shareholder, based on its ownership of the Ordinary Shares, Warrants and Pre-Funded Warrants, as of January 16, 2025, assuming exercise of the Warrants and Pre-Funded Warrants held by the selling shareholders on that date, without regard to any limitations on exercises.

 

The third column lists the Ordinary Shares being offered by this prospectus by the selling shareholders.

 

In accordance with the terms of a registration rights agreement with the selling shareholders, this prospectus generally covers the resale of the sum of (i) the number of Ordinary Shares issued to the selling shareholders in the “Private Placement of Ordinary Shares and Warrants” described above and (ii) the maximum number of ordinary shares issuable upon exercise of the related Warrants and Pre-Funded Warrants, determined as if the outstanding Warrants and Pre-Funded Warrants were exercised in full as of the trading day immediately preceding the date this registration statement was initially filed with the SEC, each as of the trading day immediately preceding the applicable date of determination and all subject to adjustment as provided in the registration right agreement, without regard to any limitations on the exercise of the Warrants and Pre-Funded Warrants. The fourth column assumes the sale of all of the shares offered by the selling shareholders pursuant to this prospectus.

 

Under the terms of the Warrants and Pre-Funded Warrants, a selling shareholder may not exercise the warrants to the extent such exercise would cause such selling shareholder, together with its affiliates and attribution parties, to beneficially own a number of ordinary shares which would exceed 4.99%, 9.99% or 24.99%, as applicable, of our then outstanding Ordinary Shares following such exercise, excluding for purposes of such determination Ordinary Shares issuable upon exercise of such Warrants and Pre-Funded Warrants which have not been exercised. The number of shares in the second and fourth columns do not reflect this limitation. The selling shareholders may sell all, some or none of their shares in this offering. See “Plan of Distribution.”

 

The selling shareholders are not making any representation that any Ordinary Shares covered by this prospectus will be offered for sale. Because we do not know how long each of the selling shareholders will hold the Warrants and Pre-Funded Warrants, whether any will exercise the Warrants and Pre-Funded Warrants and, upon such exercise, how long each such selling shareholder will hold the Ordinary Shares before selling them, and because each of the selling shareholders may dispose of all, none or some portion of its securities, no estimate can be given as to the number of securities that will be beneficially owned by a selling shareholder upon completion of this offering. In addition, each selling shareholder may have sold, transferred or otherwise disposed of its securities in transactions exempt from the registration requirements of the Securities Act after the date on which the information in the table is presented.

 

 

We may amend or supplement this prospectus from time to time in the future to update or change the selling shareholders list and the securities that may be resold.

 

		Shares Beneficially Owned Prior to Offering(1)								Maximum Number of Shares to be Sold Pursuant to this Prospectus				Shares Owned Immediately After Sale of Maximum Number of Shares in this Offering
Name of Selling Shareholder		Number				Percentage(2)				Number				Number				Percentage(2)
Avatar Investments, LLC			71,428	(3)			*	%			71,428				0				*	%
I9 Plus LLC			1,428,572	(4)			4.8	%			1,428,572				0				*	%
L I A Pure Capital Ltd			742,858	(5)			2.5	%			742,858				0				*	%
Margi Ben-Noon			688,197	(6)			2.3	%			285,714				402,483				1.4	%
Northlea Partners LLP			60,000	(7)			*	%			60,000				0				*	%
Richard Bates			71,428	(8)			*	%			71,428				0				*	%
Robert Forster			2,857,144	(9)			9.7	%			2,857,144				0				*	%
Solomon and Rosalia Goldstein			238,313	(10)			*	%			157,144				81,169				*	%
Steve Wallitt			286,000	(11)			*	%			286,000				0				*	%
The Rio Trust			200,000	(12)			*	%			200,000				0				*	%
Xylo Technologies Ltd			742,858	(13)			2.5	%			742,714				0				*	%
YA II PN, Ltd.			2,285,714	(14)			7.7	%			2,285,714				0				*	%

  

*	less than 1%.

 

(1)

Beneficial ownership is determined in accordance with SEC rules and generally includes voting or investment power with respect to securities. Ordinary Shares subject to options or warrants currently exercisable, or exercisable within 60 days of January 10, 2025, are counted as outstanding for computing the percentage of the selling shareholder holding such options or warrants but are not counted as outstanding for computing the percentage of any other selling shareholder.

 

(2)	The applicable percentage of beneficial ownership is based on 29,527,239 Ordinary Shares that will be issued and outstanding immediately after this offering, and assumes the exercise of all of the Warrants and Pre-Funded Warrants.
(3)	Includes (i) 35,714 Ordinary Shares issued and outstanding pursuant to the December 2024 Private Placement and (ii) 35,714 Ordinary Shares issuable upon the exercise of Warrants issued in the December 2024 Private Placement. Galen K. Miler is the natural control person and holds voting and dispositive power with respect to such shares Avatar Investments, LLC’s address is 20539 North Bear Canyon Court, Surprise, AZ 85387, USA. Based on information provided to us as of January 7, 2025.

 

(4)	Includes (i) 714,286 Ordinary Shares issued and outstanding pursuant to the December 2024 Private Placement and (ii) 714,286 Ordinary Shares issuable upon the exercise of Warrants issued in the December 2024 Private Placement. Shmuel Jonas is the natural control person and holds voting and dispositive power with respect to such shares. I9 Plus LLC address is 520 Broad Street, Newark, New Jersey 07102, USA. Based on information provided to us as of January 6, 2025.
(5)	Includes (i) 371,429 Ordinary Shares issued and outstanding pursuant to the December 2024 Private Placement and (ii) 371,429 Ordinary Shares issuable upon the exercise of Warrants issued in the December 2024 Private Placement. Kfir Zilberman is the natural control person and holds voting and dispositive power with respect to such shares. L I A Pure Capital Ltd.’s address is 20 Raoul Wallenberg, Tel Aviv. Based on information provided to us as of January 12, 2025.
(6)	Includes (i) 402,483 Ordinary Shares issued and outstanding, (ii) 142,857 Ordinary Shares issued and outstanding pursuant to the December 2024 Private Placement and (iii) 142,857 Ordinary Shares issuable upon the exercise of Warrants issued in the December 2024 Private Placement. Ms. Ben-Noon is the mother of Dagi Ben-Noon, who is the Chief Executive Officer of Inspira. Ms. Noon’s address is Jerusalem Street 1, Nahariya Israel. Based on information provided to us as of January 6, 2025.

 

 

(7)	Includes (i) 30,000 Ordinary Shares issued and outstanding pursuant to the December 2024 Private Placement and (ii) 30,000 Ordinary Shares issuable upon the exercise of Warrants issued in the December 2024 Private Placement. John H. Abeles, MD is the natural control person and holds voting and dispositive power with respect to such shares. Northlea Partners LLP’s address is 7235 Promenade Drive, J-202, Boca Raton, Florida 33433, USA. Based on information provided to us as of January 5, 2025.
(8)	Includes (i) 35,714 Ordinary Shares issued and outstanding pursuant to the December 2024 Private Placement and (ii) 35,714 Ordinary Shares issuable upon the exercise of Warrants issued in the December 2024 Private Placement. Mr. Bates’s address is 636 SE 12th Terrace, Deerfield Beach, Florida 33441, USA. Based on information provided to us as of January 7, 2025.
(9)	Includes (i) 900,000 Ordinary Shares issued and outstanding pursuant to the December 2024 Private Placement, (ii) 1,428,572 Ordinary Shares issuable upon the exercise of Warrants issued in the December 2024 Private Placement, and (iii) 528,572 Ordinary Shares issuable upon the exercise of Pre-Funded Warrants pursuant to the December 2024 Private Placement. Mr. Forster’s address is 54 Deepdale Drive, Great Neck, New York 11021, USA. Based on information provided to us as of January 7, 2025.
(10)	Includes (i) 81,169 Ordinary Shares issued and outstanding, (ii) 78,572 Ordinary Shares issued and outstanding pursuant to the December 2024 Private Placement, and (iii) 78,572 Ordinary Shares issuable upon the exercise of Warrants issued in the December 2024 Private Placement. Solomon and Rosalia Goldstein’s address is 4a Hayadid Street, Hod Hasharon, Israel. Based on information provided to us as of January 6, 2025.

 

(11)	Includes (i) 143,000 Ordinary Shares issued and outstanding pursuant to the December 2024 Private Placement, and (ii) 143,000 Ordinary Shares issuable upon the exercise of Warrants issued in the December 2024 Private Placement. Steve Wallitt’s address is 12 Abbey Drive, Lawrenceville, New Jersey 08648, USA. Based on information provided to us by Mr. Wallitt on January 5, 2025.
(12)	Includes (i) 100,000 Ordinary Shares issued and outstanding pursuant to the December 2024 Private Placement and (ii) 100,000 Ordinary Shares issuable upon the exercise of Pre-Funded Warrants pursuant to the December 2024 Private Placement. Richard Gladstone is the natural control person and holds voting and dispositive power with respect to such shares. The Rio Trust’s address is 1230 South Lakeside Drive, Lake Worth Beach, Florida 33460. Based on information provided to us as of January 7, 2025.

 

(13)	Includes (i) 371,429 Ordinary Shares issued and outstanding pursuant to the December 2024 Private Placement and (ii) 371,429 Ordinary Shares issuable upon the exercise of Warrants issued in the December 2024 Private Placement. Eli Yoresh and Liron Carmel are the natural control persons and hold voting and dispositive power with respect to such shares. Xylo Technologies Ltd.’s address is Hanehoshet 10, Tel Aviv, Israel. Based on information provided to us as of January 8, 2025.
(14)	Includes (i) 1,013,057 Ordinary Shares issued and outstanding pursuant to the December 2024 Private Placement, (ii) 1,142,857 Ordinary Shares issuable upon the exercise of Warrants issued in the December 2024 Private Placement, and (iii) 129,800 Ordinary Shares issuable upon the exercise of Pre-Funded Warrants pursuant to the December 2024 Private Placement. Yorkville Advisors Global, LP is the Investment Manager to YA II PN, Ltd. Mark Angelo is the control person of Yorkville Advisors Global, LP. Investment decisions for YA II PN, Ltd. are made by Mark Angelo, and Mr. Angelo may therefore be deemed to hold voting and dispositive power with respect to such shares. YA II PN, Ltd.’s address is 1012 Springfield Ave, Mountainside, New Jersey 07092, USA. Based on information provided to us on January 5, 2025.

 

 

PLAN OF DISTRIBUTION

 

Each Selling Shareholder, or the Selling Shareholders, of the securities and any of their pledgees, assignees and successors-in-interest may, from time to time, sell any or all of their securities covered hereby on the principal Nasdaq or any other stock exchange, market or trading facility on which the securities are traded or in private transactions. These sales may be at fixed or negotiated prices. A Selling Shareholder may use any one or more of the following methods when selling securities:

 

●

ordinary brokerage transactions and transactions in which the broker-dealer solicits purchasers;

 

●

block trades in which the broker-dealer will attempt to sell the securities as agent but may position and resell a portion of the block as principal to facilitate the transaction;

 

●

purchases by a broker-dealer as principal and resale by the broker-dealer for its account;

 

●

an exchange distribution in accordance with the rules of the applicable exchange;

 

●

privately negotiated transactions;

 

●

settlement of short sales;

 

●

in transactions through broker-dealers that agree with the Selling Shareholders to sell a specified number of such securities at a stipulated price per security;

 

●

through the writing or settlement of options or other hedging transactions, whether through an options exchange or otherwise;

 

●

a combination of any such methods of sale; or

 

●

any other method permitted pursuant to applicable law.

 

The Selling Shareholders may also sell securities under Rule 144 or any other exemption from registration under the Securities Act, if available, rather than under this prospectus.

 

Broker-dealers engaged by the Selling Shareholders may arrange for other brokers-dealers to participate in sales. Broker-dealers may receive commissions or discounts from the Selling Shareholders (or, if any broker-dealer acts as agent for the purchaser of securities, from the purchaser) in amounts to be negotiated, but, except as set forth in a supplement to this prospectus, in the case of an agency transaction not in excess of a customary brokerage commission in compliance with FINRA Rule 2121; and in the case of a principal transaction a markup or markdown in compliance with FINRA Rule 2121.

 

In connection with the sale of the securities or interests therein, the Selling Shareholders may enter into hedging transactions with broker-dealers or other financial institutions, which may in turn engage in short sales of the securities in the course of hedging the positions they assume. The Selling Shareholders may also sell securities short and deliver these securities to close out their short positions, or loan or pledge the securities to broker-dealers that in turn may sell these securities. The Selling Shareholders may also enter into option or other transactions with broker-dealers or other financial institutions or create one or more derivative securities which require the delivery to such broker-dealer or other financial institution of securities offered by this prospectus, which securities such broker-dealer or other financial institution may resell pursuant to this prospectus (as supplemented or amended to reflect such transaction).

 

The Selling Shareholders and any broker-dealers or agents that are involved in selling the securities may be deemed to be “underwriters” within the meaning of the Securities Act in connection with such sales. In such event, any commissions received by such broker-dealers or agents and any profit on the resale of the securities purchased by them may be deemed to be underwriting commissions or discounts under the Securities Act. Each Selling Shareholder has informed the Company that it does not have any written or oral agreement or understanding, directly or indirectly, with any person to distribute the securities.

 

 

The Company is required to pay certain fees and expenses incurred by the Company incident to the registration of the securities. The Company has agreed to indemnify the Selling Shareholders against certain losses, claims, damages and liabilities, including liabilities under the Securities Act.

 

We agreed to keep this prospectus effective until the earlier of (i) the date on which the securities may be resold by the Selling Shareholders without registration and without regard to any volume or manner-of-sale limitations by reason of Rule 144, without the requirement for the Company to be in compliance with the current public information under Rule 144 under the Securities Act or any other rule of similar effect or (ii) all of the securities have been sold pursuant to this prospectus or Rule 144 under the Securities Act or any other rule of similar effect. The resale securities will be sold only through registered or licensed brokers or dealers if required under applicable state securities laws. In addition, in certain states, the resale securities covered hereby may not be sold unless they have been registered or qualified for sale in the applicable state or an exemption from the registration or qualification requirement is available and is complied with.

 

Under applicable rules and regulations under the Exchange Act, any person engaged in the distribution of the resale securities may not simultaneously engage in market making activities with respect to the ordinary shares for the applicable restricted period, as defined in Regulation M, prior to the commencement of the distribution. In addition, the Selling Shareholders will be subject to applicable provisions of the Exchange Act and the rules and regulations thereunder, including Regulation M, which may limit the timing of purchases and sales of the ordinary shares by the Selling Shareholders or any other person. We will make copies of this prospectus available to the Selling Shareholders and have informed them of the need to deliver a copy of this prospectus to each purchaser at or prior to the time of the sale (including by compliance with Rule 172 under the Securities Act).

 

Offer Restrictions Outside the United States

 

Other than in the United States, no action has been taken by us or the Selling Shareholders that would permit a public offering of the securities offered by this prospectus in any jurisdiction where action for that purpose is required. The securities offered by this prospectus may not be offered or sold, directly or indirectly, nor may this prospectus or any other offering material or advertisements in connection with the offer and sale of any such securities be distributed or published in any jurisdiction, except under circumstances that will result in compliance with the applicable rules and regulations of that jurisdiction. Persons into whose possession this prospectus comes are advised to inform themselves about and to observe any restrictions relating to the offering and the distribution of this prospectus. This prospectus does not constitute an offer to sell or a solicitation of an offer to buy any securities offered by this prospectus in any jurisdiction in which such an offer or a solicitation is unlawful.

 

 

LEGAL MATTERS

 

Certain legal matters concerning this offering were passed upon for us by Sullivan & Worcester LLP, New York, New York. Certain legal matters with respect to the legality of the issuance of the securities offered by this prospectus were passed upon for us by Sullivan & Worcester Tel-Aviv (Har-Even & Co.), Tel Aviv, Israel.

 

EXPERTS

 

The financial statements as of December 31, 2023 and 2022 and for each of the three years in the period ended December 31, 2023, incorporated by reference into this prospectus and in the registration statement have been so incorporated in reliance on the report of Ziv Haft, a member firm of BDO, an independent registered public accounting firm, which contains an explanatory paragraph describing conditions that raise substantial doubt about the Company’s ability to continue as a going concern, incorporated herein by reference, given on the authority of said firm as experts in auditing and accounting. 

 

EXPENSES

 

The following are the estimated expenses of this offering payable by us related to the filing of the registration statement of which this prospectus forms a part. With the exception of the SEC registration fee, all amounts are estimates and may change:

 

SEC registration fee		$	1,397.08
Printer fees and expenses		$	2,000
Legal fees and expenses		$	30,000
Accounting fees and expenses		$	6,500
Total		$	39,897.08

 

 

ENFORCEABILITY OF CIVIL LIABILITIES

 

We are incorporated under the laws of the State of Israel. Service of process upon us and upon our directors and officers and the Israeli experts named in the registration statement of which this prospectus forms a part, a substantial majority of whom reside outside of the United States, may be difficult to obtain within the United States. Furthermore, because substantially all of our assets and a substantial of our directors and officers are located outside of the United States, any judgment obtained in the United States against us or any of our directors and officers may not be collectible within the United States.

 

We have been informed by our legal counsel in Israel, Sullivan & Worcester Tel Aviv (Har-Even & Co.), that it may be difficult to assert U.S. securities law claims in original actions instituted in Israel. Israeli courts may refuse to hear a claim based on a violation of U.S. securities laws because Israel is not the most appropriate forum to bring such a claim. In addition, even if an Israeli court agrees to hear a claim, if U.S. law is found to be applicable, the content of applicable U.S. law must be proved as a fact which can be a time-consuming and costly process. Certain matters of procedure will also be governed by Israeli law.

 

Subject to specified time limitations and legal procedures, Israeli courts may enforce a U.S. judgment in a civil matter which, subject to certain exceptions, is non-appealable, including judgments based upon the civil liability provisions of the Securities Act and the Exchange Act and including a monetary or compensatory judgment in a non-civil matter, provided that among other things:

 

●

the judgment was obtained after due process before a court of competent jurisdiction, according to the laws of the state in which the judgment is given and the rules of private international law currently prevailing in Israel;

 

●

the judgment is final and is not subject to any right of appeal;

 

	●	the prevailing law of the foreign state in which the judgment was rendered allows for the enforcement of judgments of Israeli courts; however, the court may enforce a foreign judgment, even without reciprocity, based on the request of the Attorney General, under certain circumstances;
	●	adequate service of process has been effected and the defendant has had a reasonable opportunity to be heard and to present his or her evidence;

 

●

the liabilities under the judgment are enforceable according to the laws of the State of Israel and the judgment and the enforcement of the civil liabilities set forth in the judgment is not contrary to the law or public policy in Israel nor likely to impair the security or sovereignty of Israel;

 

●

the judgment was not obtained by fraud, there was reasonable opportunity for the defendant to present their case, the judgment was given by an authorized court under the applicable international private law rules in Israel, and the judgement does not conflict with any other valid judgments in the same matter between the same parties;

 

●

an action between the same parties in the same matter is not pending in any Israeli court at the time the lawsuit is instituted in the foreign court;

 

●

the judgment is enforceable according to the laws of Israel and according to the law of the foreign state in which relief  was granted; and

 

●

enforcement may be denied if it could harm the sovereignty or security of Israel.

 

If a foreign judgment is declared enforceable by an Israeli court, it generally will be payable in Israeli currency. The conversion to Israeli currency will be based on the latest official exchange rate published by the Bank of Israel before the payment date. However, the obligated party will fulfill its duty for the judgment even if they choose to make the payment in the same foreign currency, subject to the laws governing the foreign currency applicable at that time.

 

 

WHERE YOU CAN FIND ADDITIONAL INFORMATION

 

We are an Israeli company and are a “foreign private issuer” as defined in Rule 3b-4 under the Exchange Act. As a foreign private issuer, we are exempt from the rules under the Exchange Act related to the furnishing and content of proxy statements, and our officers, directors and principal shareholders are exempt from the reporting and short-swing profit recovery provisions contained in Section 16 of the Exchange Act.

 

In addition, we are not required under the Exchange Act to file annual, quarterly and current reports and financial statements with the SEC as frequently or as promptly as U.S. companies whose securities are registered under the Exchange Act. However, we file with the SEC, within 120 days after the end of each fiscal year, or such applicable time as required by the SEC, an annual report on Form 20-F containing financial statements audited by an independent registered public accounting firm, and submit to the SEC, on a Form 6-K, unaudited interim financial information.

 

We maintain a corporate website at https://inspira-technologies.com/. We will post on our website any materials required to be so posted on such website under applicable corporate or securities laws and regulations, including any notices of general meetings of our shareholders.

 

The SEC also maintains a web site that contains information we file electronically with the SEC, which you can access over the Internet at http://www.sec.gov. Information contained on, or that can be accessed through, our website and other websites listed in this prospectus do not constitute a part of this prospectus. We have included these website addresses in this prospectus solely as inactive textual references.

 

This prospectus is part of a registration statement on Form F-3 filed by us with the SEC under the Securities Act. As permitted by the rules and regulations of the SEC, this prospectus does not contain all the information set forth in the registration statement and the exhibits thereto filed with the SEC. For further information with respect to us and the securities offered hereby, you should refer to the complete registration statement on Form F-3, which may be obtained from the locations described above. Statements contained in this prospectus or in any prospectus supplement about the contents of any contract or other document are not necessarily complete. If we have filed any contract or other document as an exhibit to the registration statement or any other document incorporated by reference in the registration statement, you should read the exhibit for a more complete understanding of the document or matter involved. Each statement regarding a contract or other document is qualified in its entirety by reference to the actual document.

 

 

INCORPORATION OF CERTAIN INFORMATION BY REFERENCE

 

The SEC allows us to “incorporate by reference” the information we file with it, which means that we can disclose important information to you by referring you to those documents. The information incorporated by reference is considered to be part of this prospectus and information we file later with the SEC will automatically update and supersede this information. The documents we are incorporating by reference as of their respective dates of filing are:

 

●

Our Annual Report on Form 20-F for the fiscal year ended December 31, 2023, filed with the SEC on March 25, 2024;

 

●

Our Reports on Form 6-K furnished on March 25, 2024 (with respect to the first paragraph, the section titled “Full Year 2023 Financial Results” and the section titled “Forward-Looking Statements” in the press release attached as Exhibit 99.1), April 1, 2024, April 3, 2024 (with respect to the first two paragraphs and the section titled “Forward-Looking Statements” in the press release attached as Exhibit 99.1), April 9, 2024, April 10, 2024 (with respect to the first five paragraphs and the section titled “Forward-Looking Statements” in the press release attached as Exhibit 99.1), April 17, 2024 (with respect to the first four paragraphs and the section titled “Forward-Looking Statements” in the press release attached as Exhibit 99.1), April 25, 2024 (with respect to the first three paragraphs and the section titled “Forward-Looking Statements” in the press release attached as Exhibit 99.1), May 2, 2024, May 28, 2024 (with respect to the first paragraph and the section titled “Forward-Looking Statements” in the press release attached as Exhibit 99.1), June 13, 2024 (with respect to the first, second and fourth paragraphs and the section titled “Forward-Looking Statements” in the press release attached as Exhibit 99.1), June 17, 2024, June 18, 2024, June 20, 2024, July 11, 2024 (with respect to the first paragraph and the section titled “Forward-Looking Statements” in the press release attached as Exhibit 99.1); July 30, 2024 (with respect to the first, third, fourth, fifth and sixth paragraphs and the section titled “Forward-Looking Statements” in the press release attached as Exhibit 99.1); August 13, 2024 (with respect to the first two paragraphs and the section titled “Forward-Looking Statements” in the press release attached as Exhibit 99.1), August 15, 2024; August 22, 2024 (with respect to the first two paragraphs and the section titled “Forward-Looking Statements” in the press release attached as Exhibit 99.1); August 28, 2024 (with respect to the first paragraph and the sections titled “Future Plans,” “Inspira™ business overview,” and “Forward-Looking Statements” in the press release attached as Exhibit 99.1); September 13, 2024 (with respect to the first two paragraphs and the section titled “Forward-Looking Statements” in the press release attached as Exhibit 99.1); October 9, 2024 (with respect to the first three paragraphs and the section titled “Forward-Looking Statements”); October 24, 2024 (with respect to the first three paragraphs and the section titled “Forward-Looking Statements” in the press release attached as Exhibit 99.1); November 12, 2024; November 25, 2024; December 4, 2024 (with respect to the first two paragraphs and the section titled “Forward-Looking Statements” in the press release attached as Exhibit 99.1); December 10, 2024 (with respect to the first three paragraphs and the section titled “Forward-Looking Statements” in the press release attached as Exhibit 99.1); December 16, 2024 (with respect to the first three paragraphs and the section titled “Forward-Looking Statements” in the press release attached as Exhibit 99.1); December 27, 2024; December 30, 2024; January 7, 2025 (with respect to the first four paragraphs and the section titled “Forward-Looking Statements” in the press release attached as Exhibit 99.1), and January 10, 2025 (with respect to the first three paragraphs, fifth paragraph and the section titled “Forward-Looking Statements” in the press release attached as Exhibit 99.1); January 14, 2025 (with respect to the first four paragraphs and the section titled “Forward-Looking Statements” in the press release attached as Exhibit 99.1); and

 

●

The description of our securities contained in Exhibit 2.1 to our Annual Report on Form 20-F for the fiscal year ended December 31, 2023, filed with the SEC on March 25, 2024.

 

All subsequent annual reports filed by us pursuant to the Exchange Act on Form 20-F (1) after the date of the filing of the registration statement of which this prospectus forms a part and prior to its effectiveness and (2) prior to the termination of the offering shall be deemed to be incorporated by reference to this prospectus and to be a part hereof from the date of filing of such documents. We may also incorporate part or all of any Form 6-K subsequently submitted by us to the SEC after the date of the filing of the registration statement of which this prospectus forms a part and prior to its effectiveness and prior to the termination of the offering by identifying in such Forms 6-K that they, or certain parts of their contents, are being incorporated by reference herein, and any Forms 6-K so identified shall be deemed to be incorporated by reference in this prospectus and to be a part hereof from the date of submission of such documents. Any statement contained in a document incorporated or deemed to be incorporated by reference herein shall be deemed to be modified or superseded for purposes of this prospectus to the extent that a statement contained herein or in any other subsequently filed document which also is incorporated or deemed to be incorporated by reference herein modifies or supersedes such statement. Any such statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this prospectus.

 

We will provide you without charge, upon your written or oral request, a copy of any of the documents incorporated by reference in this prospectus, other than exhibits to such documents which are not specifically incorporated by reference into such documents. Please direct your written or telephone requests to us at: 2 Ha-Tidhar St., Ra’anana, 4366504 Israel, Tel: +972-996-64488; Attention: Chief Financial Officer.

 

 

 

INSPIRA TECHNOLOGIES OXY B.H.N.LTD. 

 

Up to 9,217,430 Ordinary Shares

 

PROSPECTUS

 

                        , 2025

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

PART II

 

INFORMATION NOT REQUIRED IN PROSPECTUS

 

Item 8. Indemnification of Directors and Officers

 

Indemnification

 

The Israeli Companies Law 5759-1999, or the Companies Law, and the Israeli Securities Law, 5728-1968, or the Securities Law, provide that a company may indemnify an office holder against the following liabilities and expenses incurred for acts performed by him or her as an office holder, either pursuant to an undertaking made in advance of an event or following an event, provided its articles of association include a provision authorizing such indemnification:

 

●

a financial liability imposed on him or her in favor of another person by any judgment concerning an act performed in his or her capacity as an office holder, including a settlement or arbitrator’s award approved by a court;

 

●

reasonable litigation expenses, including attorneys’ fees, expended by the office holder (a) as a result of an investigation or proceeding instituted against him or her by an authority authorized to conduct such investigation or proceeding, provided that (1) no indictment (as defined in the Companies Law) was filed against such office holder as a result of such investigation or proceeding; and (2) no financial liability as a substitute for the criminal proceeding (as defined in the Companies Law) was imposed upon him or her as a result of such investigation or proceeding, or, if such financial liability was imposed, it was imposed with respect to an offense that does not require proof of criminal intent; or (b) in connection with a monetary sanction;

 

●

reasonable litigation expenses, including attorneys’ fees, expended by the office holder or imposed on him or her by a court: (1) in proceedings that the company institutes, or that another person institutes on the company’s behalf, or by another person, against him or her; (2) in a criminal proceeding of which he or she was acquitted; or (3) as a result of a conviction for a crime that does not require proof of criminal intent; and

 

●

expenses incurred by an office holder in connection with an Administrative Procedure under the Securities Law, including reasonable litigation expenses and reasonable attorneys’ fees. An “Administrative Procedure” is defined as a procedure pursuant to chapters H3 (Monetary Sanction by the Israeli Securities Authority), H4 (Administrative Enforcement Procedures of the Administrative Enforcement Committee) or I1 (Arrangement to prevent the Initiation of Procedures or to Conclude Proceedings, subject to conditions) to the Securities Law.

 

The Companies Law also permits a company to undertake in advance to indemnify an office holder, provided that if such indemnification relates to financial liability imposed on him or her, as described above, then the undertaking should be limited and shall detail the following foreseen events and amount or criterion:

 

●

to events that in the opinion of the board of directors can be foreseen based on the company’s activities at the time that the undertaking to indemnify is made; and

 

●

in amount or criterion determined by the board of directors, at the time of the giving of such undertaking to indemnify, to be reasonable under the circumstances.

 

We have entered into indemnification agreements with all of our directors and with all members of our senior management. Each such indemnification agreement provides the office holder with indemnification permitted under applicable law and up to a certain amount, and to the extent that these liabilities are not covered by directors’ and officers’ insurance. 

 

 

Exculpation

 

Under the Companies Law, an Israeli company may not exculpate an office holder from liability for a breach of his or her duty of loyalty, but may exculpate in advance an office holder from his or her liability to the company, in whole or in part, for damages caused to the company as a result of a breach of his or her duty of care (other than in relation to distributions), but only if a provision authorizing such exculpation is included in its articles of association. Our articles of association and our letter of exculpation provide that we may exculpate, in whole or in part, any office holder from liability to us for damages caused to the company as a result of a breach of his or her duty of care, but prohibit an exculpation from liability arising from a company’s transaction in which our controlling shareholder or officer has a personal interest. Subject to the aforesaid limitations, under the indemnification agreements, we exculpate and release our office holders from any and all liability to us related to any breach by them of their duty of care to us to the fullest extent permitted by law.

 

Limitations

 

The Companies Law provides that the Company may not exculpate or indemnify an office holder nor enter into an insurance contract that would provide coverage for any liability incurred as a result of any of the following: (1) a breach by the office holder of his or her duty of loyalty unless (in the case of indemnity or insurance only, but not exculpation) the office holder acted in good faith and had a reasonable basis to believe that the act would not prejudice us; (2) a breach by the office holder of his or her duty of care if the breach was carried out intentionally or recklessly (as opposed to merely negligently); (3) any act or omission committed with the intent to derive an illegal personal benefit; or (4) any fine, monetary sanction, penalty or forfeit levied against the office holder.

 

Under the Companies Law, exculpation, indemnification and insurance of office holders in a public company must be approved by the compensation committee and the board of directors (and, with respect to directors and the chief executive officer, by the shareholders). However, under regulations promulgated under the Companies Law, the insurance of office holders shall not require shareholder approval and may be approved by only the compensation committee, if the engagement terms are determined in accordance with the company’s compensation policy that was approved by the shareholders by the same special majority required to approve a compensation policy, provided that the insurance policy is on market terms and the insurance policy is not likely to materially impact the company’s profitability, assets or obligations. In addition, under regulations promulgated under the Companies Law, the insurance of office holders of a company in which there is a controlling shareholder who is also an office holder, a board approval is also required, subject to meeting the aforesaid conditions.

 

Our amended and restated articles of association permit us to exculpate (subject to the aforesaid limitation), indemnify and insure our office holders to the fullest extent permitted or to be permitted by the Companies Law.

 

Item 9. Exhibits

 

Exhibit Number		Exhibit Description
3.1**		Amended and Restated Articles of Association of Inspira Technologies Oxy B.H.N. Ltd. (filed as Exhibit 99.1 to Form 6-K (File No. 001-40303) filed on December 20, 2021).
4.1**		Form of Pre-Funded Warrant (filed as Exhibit 99.2 to Form 6-K (File No. 001-40303) filed on December 27, 2024).
4.2**		Form of Ordinary Warrant (filed as Exhibit 99.3 to Form 6-K (File No. 001-40303) filed on December 27, 2024).
5.1*		Opinion of Sullivan & Worcester Tel Aviv (Har-Even & Co.), Israeli counsel to Inspira Technologies Oxy B.H.N. Ltd.
10.1**		Form of Securities Purchase Agreement dated December 27, 2024, by and between the Company and the investors named therein (filed as Exhibit 99.1 to Form 6-K (File No. 001-40303) filed on December 27, 2024).
10.2**		Placement Agency Agreement, dated December 27, 2024, by and between the Company and Dawson James Securities, Inc. (filed as Exhibit 99.4 to Form 6-K (File No. 001-40303) filed on December 27, 2024).
23.1*		Consent of Ziv Haft, a member firm of BDO, independent registered public accounting firm.
23.2*		Consent of Sullivan & Worcester Tel Aviv (Har-Even & Co.) (included in Exhibit 5.1).
24.1*		Power of Attorney (included on signature page).
107*		Filing Fee Table.

 

*	Filed herewith.
**	Previously filed.

 

 

Item 10. Undertakings

 

(a) The undersigned Registrant hereby undertakes:

 

(1) To file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement:

 

(i)

To include any prospectus required by section 10(a)(3) of the Securities Act of 1933;

 

(ii)

To reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the registration statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than 20% change in the maximum aggregate offering price set forth in the “Calculation of Registration Fee” table in the effective registration statement.

 

(iii)

To include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to such information in the registration statement;     provided, however, that paragraphs (a)(1)(i), (a)(1)(ii) and a(l)(iii) do not apply if the registration statement is on Form S-3 or Form F-3 and the information required to be included in a post-effective amendment by those paragraphs is contained in reports filed with or furnished to the SEC by the registrant pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 that are incorporated by reference in the registration statement, or is contained in a form of prospectus filed pursuant to Rule 424(b) that is part of the registration statement.

 

(2) That, for the purpose of determining any liability under the Securities Act of 1933, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

 

(3) To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.

 

(4) To file a post-effective amendment to the registration statement to include any financial statements required by Item 8.A. of Form 20-F at the start of any delayed offering or throughout a continuous offering. Financial statements and information otherwise required by Section 10(a)(3) of the Act need not be furnished, provided, that the registrant includes in the prospectus, by means of a post-effective amendment, financial statements required pursuant to this paragraph (a)(4) and other information necessary to ensure that all other information in the prospectus is at least as current as the date of those financial statements. Notwithstanding the foregoing, with respect to registration statements on Form F-3, a post-effective amendment need not be filed to include financial statements and information required by Section 10(a)(3) of the Act or Rule 3-19 of this chapter if such financial statements and information are contained in periodic reports filed with or furnished to the Commission by the registrant pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 that are incorporated by reference in the Form F-3.

 

(5) That, for the purpose of determining liability under the Securities Act to any purchaser:

 

(i)

If the Registrant is relying on Rule 430B:

 

A.

Each prospectus filed by the Registrant pursuant to Rule 424(b)(3) shall be deemed to be part of the registration statement as of the date the filed prospectus was deemed part of and included in the registration statement; and

 

 

B.

Each prospectus required to be filed pursuant to Rule 424(b)(2), (b)(5), or (b)(7) as part of a registration statement in reliance on Rule 430B relating to an offering made pursuant to Rule 415(a)(1)(i), (vii), or (x) for the purpose of providing the information required by section 10(a) of the Securities Act of 1933 shall be deemed to be part of and included in the registration statement as of the earlier of the date such form of prospectus is first used after effectiveness or the date of the first contract of sale of securities in the offering described in the prospectus. As provided in Rule 430B, for liability purposes of the issuer and any person that is at that date an underwriter, such date shall be deemed to be a new effective date of the registration statement relating to the securities in the registration statement to which that prospectus relates, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. Provided, however, that no statement made in a registration statement or prospectus that is part of the registration statement or made in a document incorporated or deemed incorporated by reference into the registration statement or prospectus that is part of the registration statement will, as to a purchaser with a time of contract of sale prior to such effective date, supersede or modify any statement that was made in the registration statement or prospectus that was part of the registration statement or made in any such document immediately prior to such effective date.

 

(6) That, for the purpose of determining liability of the registrant under the Securities Act of 1933 to any purchaser in the initial distribution of the securities the undersigned registrant undertakes that in a primary offering of securities of the undersigned registrant pursuant to this registration statement, regardless of the underwriting method used to sell the securities to the purchaser, if the securities are offered or sold to such purchaser by means of any of the following communications, the undersigned registrant will be a seller to the purchaser and will be considered to offer or sell such securities to such purchaser:

 

(i)

Any preliminary prospectus or prospectus of the undersigned registrant relating to the offering required to be filed pursuant to Rule 424;

 

(ii)

Any free writing prospectus relating to the offering prepared by or on behalf of the undersigned registrant or used or referred to by the undersigned registrant;

 

(iii)

The portion of any other free writing prospectus relating to the offering containing material information about the undersigned registrant or its securities provided by or on behalf of the undersigned registrant; and

 

(iv)

Any other communication that is an offer in the offering made by the undersigned registrant to the purchaser.

 

(b) The undersigned registrant hereby undertakes that, for purposes of determining any liability under the Securities Act of 1933, each filing of the registrant’s annual report pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934 (and, where applicable, each filing of an employee benefit plan’s annual report pursuant to Section 15(d) of the Securities Exchange Act of 1934) that is incorporated by reference in the registration statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

 

(c) Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of the Registrant pursuant to the foregoing provisions, or otherwise, the Registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Securities Act of 1933 and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the Registrant of expenses incurred or paid by a director, officer or controlling person of the Registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the Registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act of 1933, as amended, and will be governed by the final adjudication of such issue.

 

 

SIGNATURES

 

Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form F-3 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in Ra’anana, Israel on January 16, 2025.

 

	INSPIRA TECHNOLOGIES OXY B.H.N. LTD.
	/s/ Dagi Ben-Noon
	Dagi Ben-Noon
	Chief Executive Officer

 

POWER OF ATTORNEY

 

The undersigned officers and directors of Inspira Technologies Oxy B.H.N. Ltd. hereby constitute and appoint each of Dagi Ben-Noon and Joe Hayon and each of them singly, with full power of substitution, our true and lawful attorney-in-fact and agent to take any actions to enable the Company to comply with the Securities Act, and any rules, regulations and requirements of the SEC, in connection with this registration statement on Form F-3, including the power and authority to sign for us in our names in the capacities indicated below any and all further amendments to this registration statement and any other registration statement filed pursuant to the provisions of Rule 462 under the Securities Act.

 

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement on Form F-3 has been signed by the following persons in the capacities and on the dates indicated.

 

Signature		Title		Date
/s/ Dagi Ben-Noon		Chief Executive Officer and Director		January 16, 2025
Dagi Ben-Noon		(Principal Executive Officer)
/s/ Yafit Tehila		Chief Financial Officer		January 16, 2025
Yafit Tehila		(Principal Financial and Accounting Officer)
/s/ Joe Hayon		President and Director		January 16, 2025
Joe Hayon
/s/ Prof. Benad Goldwasser		Chairman of the Board of Directors		January 16, 2025
Prof. Benad Goldwasser
/s/ Tal Parnes		Director		January 16, 2025
Tal Parnes
/s/ Lior Amit		Director		January 16, 2025
Lior Amit
/s/ Limor Rozen		Director		January 16, 2025
Limor Rozen

 

 

SIGNATURE OF AUTHORIZED REPRESENTATIVE IN THE UNITED STATES

 

Pursuant to the Securities Act of 1933, as amended, the undersigned, Puglisi & Associates, the duly authorized representative in the United States of Inspira Technologies Oxy B.H.N. Ltd., has signed this registration statement on January 16, 2025.

 

	Puglisi & Associates
	Authorized U.S. Representative
	/s/ Donald J. Puglisi
	Donald J. Puglisi
	Managing Director

 

 

II-6

Exhibit 5.1

 

Sullivan & Worcester Tel Aviv 28 HaArba’a St. HaArba’a Towers North Tower, 35th Floor Tel-Aviv, Israel

+972-747580480 sullivanlaw.com

 

January 16, 2025

 

To:

Inspira Technologies Oxy B.H.N. Ltd.

2 Ha-Tidhar St.

Ra’anana, 4366504, Israel

 

Re: Registration Statement on Form F-3

 

Ladies and Gentlemen:

 

We are acting as Israeli counsel to Inspira Technologies Oxy B.H.N. Ltd.,, a company organized under the laws of the State of Israel (the “Company”), in connection with the filing of a Registration Statement on Form F-3 (the “Registration Statement”) filed with the Securities and Exchange Commission (“SEC”) pursuant to Rule 415 promulgated under the Securities Act of 1933, as amended (the “Securities Act”), for the offer and resale by the selling shareholders identified in the Registration Statement (the “Selling Shareholders”) of up to 9,217,430 of the Company’s ordinary shares, no par value per share (the “Ordinary Shares”), consisting of (i) up to 3,950,343 Ordinary Shares held by the selling shareholders (the “Shares”), (ii) up to 658,372 Ordinary Shares, issuable upon the exercise of certain pre-funded warrants sold by the Company to the Selling Shareholders pursuant to a securities purchase agreement, dated as of December 27, 2024, by and between the Company and the Selling Shareholders (the “Securities Purchase Agreement”), at an exercise price of $0.001 per share (the “Pre-Funded Warrants”, and the Ordinary Shares underlying the Pre-Funded Warrants, the “Pre-Funded Warrant Shares”), and (iii) up to 4,608,715 Ordinary Shares issuable upon the exercise of certain ordinary warrants sold by the Company to the Selling Shareholders pursuant to the Securities Purchase Agreement, at an exercise price of $1.10 per share (the “Ordinary Warrants”, and the Ordinary Shares underlying the Ordinary Warrants, the “Ordinary Warrant Shares”, and together with the Pre-Funded Warrant Shares, the “Warrant Shares”).

 

This opinion letter is rendered pursuant to Items 601(b)(5) and (b)(23) of Regulation S-K promulgated under the Securities Act.

 

In connection herewith, we have examined the originals or copies, certified or otherwise identified to our satisfaction, of (i) the Registration Statement, to which this opinion is attached as an exhibit, (ii) a copy of the amended and restated articles of association of the Company (the “Articles”); (iii) resolutions of the board of directors of the Company (the “Board”) which have heretofore been approved and which relate to the Registration Statement and the actions to be taken in connection with the entry into the Securities Purchase Agreement and the issuance of the Shares, the Ordinary Warrants and Pre-Funded Warrants and the potential issuance of the Warrant Shares; and (iv) such other corporate records, agreements, documents and other instruments, and such certificates or comparable documents of public officials and of officers and representatives of the Company, as we have deemed relevant and necessary as a basis for the opinions hereafter set forth. We have also made inquiries of such officers and representatives as we have deemed relevant and necessary as a basis for the opinions hereafter set forth.

 

 

In our examination of the foregoing documents, we have assumed the genuineness of all signatures, the authenticity of all documents submitted to us as originals, the conformity to original documents of all documents submitted to us as copies, the authenticity of the originals of such latter documents and the legal competence of all signatories to such documents. Other than our examination of the documents indicated above, we have made no other examination in connection with this opinion.

 

We have further assumed that at the time of issuance and to the extent any such issuance would exceed the maximum share capital of the Company currently authorized, the number of Ordinary Shares that the Company is authorized to issue shall have been increased in accordance with the Articles such that a sufficient number of Shares are authorized and available for issuance under the Articles.

 

Based upon and subject to the foregoing, we are of the opinion that the Shares and the Warrant Shares have been duly authorized and, and with respect to the Warrant Shares, when issued and sold by the Company and delivered by the Company against receipt of the exercise price therefor, in accordance with the terms of the applicable Ordinary Warrants and Pre-Funded Warrants, will be validly issued, fully paid and non-assessable.

 

We are members of the Israel Bar, and we express no opinion as to any matter relating to the laws of any jurisdiction other than the laws of the State of Israel and have not, for the purpose of giving this opinion, made any investigation of the laws of any other jurisdiction than the State of Israel. This opinion set forth herein is made as of the date hereof and subject to, and may be limited by, future changes in the factual matters set forth herein, and we undertake no duty to advise you of the same. This opinion expressed herein is based upon the law in effect (and published or otherwise generally available) on the date hereof, and we assume no obligation to revise or supplement this opinion, should such law be changed by legislative action, judicial decision or otherwise. In rendering our opinion, we have not considered, and hereby disclaim any opinion as to, the application or impact of any laws, cases, decisions, rules or regulations of any other jurisdiction, court or administrative agency. This opinion is expressly limited to the matters set forth above, and we render no opinion, whether by implication or otherwise, as to any other matters.

 

This opinion is rendered to you in connection with the filing of the Registration Statement. This opinion may not be relied upon for any other purpose, or furnished to, quoted or relied upon by any other person, firm or corporation for any purpose, without our prior written consent, except that (A) this opinion may be furnished or quoted to judicial or regulatory authorities having jurisdiction over you, and (B) this opinion may be relied upon by purchasers and holders of the securities covered by the Registration Statement currently entitled to rely on it pursuant to applicable provisions of federal securities law.

 

We hereby consent to the filing of this opinion as Exhibit 5.1 to the Registration Statement and to the reference to this firm under the caption “Legal Matters” in the Registration Statement. In giving such consent, we do not admit that we are in the category of persons whose consent is required under Section 7 of the Securities Act or the rules and regulations of the SEC promulgated thereunder or Item 509 of the SEC’s Regulation S-K promulgated under the Securities Act.

 

	Very truly yours,
	/s/ Sullivan & Worcester Tel-Aviv (Har-Even & Co.)
	Sullivan & Worcester Tel-Aviv (Har-Even & Co.)

 

 

Exhibit 23.1

 

Consent of Independent Registered Public Accounting Firm

 

Inspira Technologies Oxy B.H.N. Ltd.

2 Ha-Tidhar St.

Rananna 4366504, Israel

 

We hereby consent to the incorporation by reference in this Registration Statement and related Prospectus under Form F-3 of our report dated March 19, 2024, relating to the financial statements of Inspira Technologies OXY B.H.N. Ltd. appearing in the Company’s Annual Report on Form 20-F for the year ended December 31, 2023. Our report contains an explanatory paragraph regarding the Company’s ability to continue as a going concern.

 

We also consent to the reference to us under the caption “Experts” in the Prospectus.

 

/s/ Ziv Haft Certified Public Accountants (Isr.) BDO Member Firm

 

Tel Aviv, Israel

January 16, 2025

 

Exhibit 107

 

Calculation of Filing Fee Table

 

F-3

(Form Type)

 

INSPIRA TECHNOLOGIES OXY B.H.N.LTD.

(Exact Name of Registrant as Specified in its Charter)

 

Table 1: Newly Registered and Carry Forward Securities

 

		Security Type		Security Class Title(1)(2)				Fee Calculation or Carry Forward Rule				Amount Registered(1)(2)				Proposed Maximum Offering Price Per Unit(3)(4)				Maximum Aggregate Offering Price				Fee Rate				Amount of Registration Fee
		Newly Registered Securities
Fees to Be Paid		Equity			Ordinary Shares				Rule 457(c)				9,217,430	(5)		$	0.99			$	9,125,255.70			$	0.00015310		$	1,397.08
Fees Previously Paid		-			-				-				-				-				-				-			-
		Total Offering Amounts															0.99			$	9,125,255.70			$			$	1,397.08
		Total Fees Previously Paid																									$	0.00
		Total Fee Offsets																									$	0.00
		Net Fee Due																									$	1,397.08

 

(1)	Pursuant to Rule 416 under the Securities Act of 1933, as amended, or the Securities Act, the ordinary shares, no par value, or Ordinary Shares, registered hereby also include an indeterminate number of additional Ordinary Shares as may from time to time become issuable by reason of stock splits, stock dividends, recapitalizations or other similar transactions.
(2)	Includes (i) up to 3,950,343 Ordinary Shares held by the selling shareholders, (ii) up to 4,608,715 Ordinary Shares issuable upon the exercise of warrants held by the selling shareholders and (iii) up to 658,372 Ordinary Shares issuable upon the exercise of pre-funded warrants held by the selling shareholders, each issued pursuant to the private placement agreements dated December 27, 2024.
(3)	Estimated solely for purposes of calculating the amount of the registration fee pursuant to Rule 457(c) under the Securities Act, based upon the average of the high and low sales prices of the registrant’s Ordinary Shares as reported on the Nasdaq Capital Market on January 10, 2025.
(4)	The Registrant will not receive any proceeds from the sale of its Ordinary Shares by the selling shareholders.
(5)	All 9,217,430 Ordinary Shares are to be offered for resale by the selling shareholders named in the prospectus contained in this Registration Statement on Form F-3.

 

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