UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 6-K
REPORT OF FOREIGN PRIVATE ISSUER
PURSUANT TO RULE 13a-16 OR 15d-16
UNDER THE SECURITIES EXCHANGE ACT OF 1934
For the Month of March 2025 (Report No. 2)
Commission File Number: 001-40303
Inspira Technologies Oxy B.H.N. Ltd.
(Translation of registrant’s name into
English)
2 Ha-Tidhar St.
Ra’anana 4366504, Israel
(Address of principal executive office)
Indicate by check mark whether the registrant files or will file annual
reports under cover of Form 20-F or Form 40-F:
☒ Form 20-F ☐ Form
40-F
CONTENTS
On March 11, 2025, Inspira
Technologies Oxy B.H.N. Ltd., or the Registrant, issued a press release titled “Inspira Technologies Reports Full Year 2024 Financial
Results and Provides Business Updates,” a copy of which is furnished as Exhibit 99.1 with this report of foreign private issuer
on Form 6-K, or Report on Form 6-K.
The first paragraph, the sections titled “Recent
Business and Operational Highlights,” “Full Year 2024 Financial Results” and “Forward-Looking Statement Disclaimer”
in the press release are incorporated by reference into the Registrant’s Registration Statements on Form F-3 (Registration
Nos. 333-266748 and 333-284308)
and Form S-8 (Registration Nos. 333-259057, 333-277980
and 333-285565), filed with the Securities and Exchange Commission, to be a part thereof from the date on which this Report on
Form 6-K is submitted, to the extent not superseded by documents or reports subsequently filed or furnished.
SIGNATURES
Pursuant to the requirements
of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto
duly authorized.
|
Inspira Technologies Oxy B.H.N. Ltd. |
|
|
|
Date: March 11, 2025 |
By: |
/s/ Dagi Ben-Noon |
|
|
Name: |
Dagi Ben-Noon |
|
|
Title: |
Chief Executive Officer |
2
Exhibit 99.1
Inspira Technologies
Reports Full Year 2024 Financial Results and Provides Business Updates
Significant
progress in HYLA blood sensor and INSPIRA ART core technologies
RA’ANANA, Israel, March 11, 2025 -- Inspira™ Technologies OXY
B.H.N. Ltd. (Nasdaq: IINN) (“Inspira” or the “Company”), a pioneer in innovative life-support and diagnostic technologies,
today announced its financial results for the full year ended December 31, 2024, and provided a corporate update.
Dagi Ben-Noon, Chief Executive Officer of Inspira, commented: “2024
was a transformative year for Inspira, marked by significant technological advancements and a major regulatory milestone. We successfully
obtained 510(k) clearance from the Food and Drug Administration (“FDA”) for our INSPIRA™ ART100 system and began its
preparation for deployment in leading hospitals in the United States. In 2025, our focus is on the rapid advancement of our flagship INSPIRA™
ART core technologies, with the HYLA™ blood monitoring sensor expected to lead the way towards our planned FDA submission for clearance
in the second half of the year. We’ve already deployed the FDA-cleared INSPIRA ART100 system to Westchester Memorial Center, NY, for its
evaluation by their team of medical experts using the device in clinical procedures pursuant to the collaboration with the hospital.”
Recent Business and Operational Highlights
| ● | FDA-Cleared
System Deployment: In January 2025, Inspira delivered its FDA-cleared INSPIRA ART100
systems to Glo-Med Networks Inc. for distribution to hospitals across the east coast of the
U.S., including, as reported, a cardiothoracic surgery division at a leading New York hospital
ranked among the top 15 percent of cardiothoracic programs in the U.S. The deployment includes
collaborative support from both parties to ensure seamless integration of this unique technology
into clinical use. |
| ● | VORTX™
Technology Advancement: In January 2025, the Company unveiled a modular configuration
for its VORTX blood oxygenation technology, representing a significant advancement in extracorporeal
oxygenation with the potential to transform critical care practices by reducing harmful effects
on blood components. |
| ● | HYLA™
Blood Sensor Clinical Results: In March 2025, Inspira announced positive results from
the clinical study of its AI-powered HYLA™ blood sensor, which achieved 96% accuracy
for a key parameter compared to traditional blood test analyzers. Additionally, a new indicator
for identifying oxygen deficiencies demonstrated 92.3% accuracy. The clinical study, conducted
at Sheba Medical Center, involved six patients undergoing open-heart surgery with the clip-on
HYLA blood sensor monitoring blood parameters in real-time. The Company plans to advance
with the ongoing clinical study and expects FDA submission for the first HYLA configuration
in the second half of 2025. |
| ● | Manufacturing
Partnership: In January 2025, the Company established a dedicated production line for
a crucial flow mechanism component to be integrated into Inspira’s products for use in the
extracorporeal circulation of blood during the oxygenation process. The collaboration with
Zriha Medical Ltd., a leading international manufacturer specializing in medical device production,
enables to support scaling of production for its innovative respiratory support system and
candidate technologies. |
| ● | INSPIRA
ART100 System Enhancements: In January 2025, Inspira introduced new support features
for the INSPIRA ART100 system designed to assist medical teams, reduce staff overhead, and
improve efficiency through customizable protocols and advanced alarm troubleshooting capabilities. |
| ● | Infection
Prevention Technology: In February 2025, Inspira reported positive initial results from
its collaboration with Ennocure MedTech Ltd., with ex-vivo testing showing a 95% reduction
in bacterial presence within 4 hours using a novel bio-electronic patch technology designed
to prevent bloodstream infections. |
| ● | Leadership
Strengthening: In January 2025, the Company appointed Mr. Tal Parnes as the new Chairman
of the Board, bringing over three decades of experience in the medical technology and pharmaceutical
sectors to enhance the Company’s strategic vision and market positioning. In January 2025,
the Company accepted Prof. Goldwasser’s resignation from his position, which was due
to personal reasons. |
| ● | Increasing
Operational Efficiency: In 2024, Inspira implemented strategic cost management while
maintaining focused research and development (R&D) investments and achieving significant
technological advancements. The Company strategically managed R&D expenses by optimizing
personnel resources, and securing government grants, all without compromising progress toward
critical product milestones. |
Full
Year 2024 Financial Highlights
| ● | Operating
Expenses: Total operating expenses decreased to US$11,267,000 in the year ended December
31, 2024, from US$12,133,000 in the same period in 2023. |
| | |
| ● | R&D
Investments: R&D expenses decreased to US$6,323,000 for the year ended December 31,
2024, from US$7,320,000 in the same period in 2023. The decrease was primarily attributable
to the reflection of the exchange rate on salary and related expenses, changes in the Company’s
staffing and development project’s needs, and an Israel Innovation Authority grant
deducted from the R&D expenses. |
| ● | G&A
Expenses: General and administrative (G&A) expenses increased to US$4,185,000 for
the year ended December 31, 2024, from US$4,063,000 in the same period in 2023. The increase
was primarily attributable to an increase in professional fees, salary and related expenses
and share-based compensation. |
| | |
| ● | Sales
and Marketing: Sales and marketing (S&M) expenses increased to US$754,000 for the
year ended December 31, 2024, from US$746,000 in the same period in 2023. The increase is
attributable to an increase in salary and related expenses and share-based compensation that
is offset by decrease in professional fees paid for projects related to digital marketing
and media materials. |
| ● | Net
Loss: Net loss attributable to ordinary shareholders was US$11,053,000 in 2024, compared
with US$11,286,000 in 2023. |
| | |
| ● | Cash
Position: As of December 31, 2024, the Company had cash, cash equivalents and deposits
of US$5,779,000 compared to US$7,361,000 as of December 31, 2023, providing financial stability
to support ongoing product development and upcoming regulatory submissions. |
| | |
| ● | Financial
Liabilities: As of December 31, 2024, financial liabilities at fair value totaled US$1,575,000
compared to US$1,470,000. The financial liabilities represent the fair value of the Company’s
equity liabilities. |
About Inspira Technologies
Inspira Technologies is developing innovative respiratory support and
diagnostics technologies. The Company’s flagship INSPIRA ART system aims to revolutionize critical care by enabling patients to remain
awake during treatment while stabilizing oxygen levels without mechanical ventilation. The FDA-cleared INSPIRA ART100 system has received
regulatory approvals for Cardiopulmonary Bypass procedures in the U.S. and for Cardiopulmonary Bypass procedures and Extra Corporeal Membrane
Oxygenation in Israel. The Company’s HYLA blood sensor technology is designed to provide continuous, real-time blood monitoring without
the need for blood draws. The Company’s pipeline products, including the INSPIRA ART (Gen 2), INSPIRA Cardi-ART, and HYLA blood sensor,
are currently in development and have not yet received regulatory approval.
For more information, visit: https://inspira-technologies.com
Forward-Looking Statement Disclaimer
This press release contains express or implied forward-looking statements
pursuant to U.S. Federal securities laws. These forward-looking statements are based on the current expectations of the management of
the Company only and are subject to a number of factors and uncertainties that could cause actual results to differ materially from those
described in the forward-looking statements. For example, the Company is using forward-looking statements when it discusses the potential
benefits of its products, the expected timing of its FDA submissions, the expected results and impact of its clinical studies, the deployment
of its product, and its belief that its reduced total expenses, its strategic investments in R&D and its cash position provide it
with a solid foundation to support its ongoing product development initiatives and upcoming regulatory submissions in 2025. These forward-looking
statements and their implications are based solely on the current expectations of the Company’s management and are subject to a number
of factors and uncertainties that could cause actual results to differ materially from those described in the forward-looking statements.
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 to reflect 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, 2024, filed with the U.S. Securities and Exchange Commission (the “SEC”),
which is available on the SEC’s website at www.sec.gov.
STATEMENTS OF BALANCE SHEETS
(US dollars in thousands)
| |
December 31, | | |
December 31, | |
| |
2024 | | |
2023 | |
| |
| | |
| |
ASSETS | |
| | |
| |
Current Assets: | |
| | |
| |
Cash and cash equivalents | |
| 5,111 | | |
| 5,041 | |
Cash deposits | |
| 668 | | |
| 2,320 | |
Other accounts receivable | |
| 587 | | |
| 432 | |
Inventory | |
| 444 | | |
| - | |
Total current assets | |
| 6,810 | | |
| 7,793 | |
| |
| | | |
| | |
Non-Current Assets: | |
| | | |
| | |
Right of use assets, net | |
| 761 | | |
| 1,011 | |
Property, plant and equipment, net | |
| 499 | | |
| 506 | |
Total non-current assets | |
| 1,260 | | |
| 1,517 | |
Total Assets | |
| 8,070 | | |
| 9,310 | |
| |
December 31, | | |
December 31, | |
| |
2024 | | |
2023 | |
| |
| | |
| |
LIABILITIES AND SHAREHOLDERS’ EQUITY | |
| | |
| |
Current Liabilities: | |
| | |
| |
Trade accounts payables | |
| 154 | | |
| 198 | |
Other accounts payable | |
| 1,364 | | |
| 1,026 | |
Lease liabilities | |
| 277 | | |
| 290 | |
Financial Liabilities at Fair Value | |
| 1,575 | | |
| 1,470 | |
Total current liabilities | |
| 3,370 | | |
| 2,984 | |
| |
| | | |
| | |
Non-Current Liabilities: | |
| | | |
| | |
Lease liabilities | |
| 378 | | |
| 588 | |
Total non-current liabilities | |
| 378 | | |
| 588 | |
| |
| | | |
| | |
Shareholders’ Equity: | |
| | | |
| | |
Share capital and additional paid in capital | |
| 70,896 | | |
| 61,259 | |
Accumulated deficit | |
| (66,574 | ) | |
| (55,521 | ) |
Total equity | |
| 4,322 | | |
| 5,738 | |
Total Liabilities and Shareholders’ Equity | |
| 8,070 | | |
| 9,310 | |
STATEMENTS OF COMPREHENSIVE
LOSS
(US dollars in thousands)
| |
Year ended
December 31,
2024 | | |
Year ended December 31,
2023 | |
| |
| | |
| |
Research and development expenses | |
| 6,323 | | |
| 7,320 | |
General and administrative expenses | |
| 4,185 | | |
| 4,063 | |
Sales and marketing expenses | |
| 754 | | |
| 746 | |
Other expenses (income) | |
| 5 | | |
| 4 | |
Operating loss | |
| 11,267 | | |
| 12,133 | |
Interest Income from deposits | |
| (172 | ) | |
| (318 | ) |
Finance expenses(income), net | |
| (42 | ) | |
| (529 | ) |
Loss before tax | |
| 11,053 | | |
| 11,286 | |
Taxes on income | |
| - | | |
| - | |
Total comprehensive loss for the period | |
| 11,053 | | |
| 11,286 | |
STATEMENTS OF CHANGES IN SHAREHOLDERS’
EQUITY
(US dollars in thousands)
For the year Ended December 31, 2024:
| |
Number of
shares | | |
Share
capital
and
additional
paid in
capital | | |
Accumulated
deficit | | |
Total | |
Balance on January 01, 2024 | |
| 15,652,176 | | |
| 61,259 | | |
| (55,521 | ) | |
| 5,738 | |
Changes during the period: | |
| | | |
| | | |
| | | |
| | |
Issuance of ordinary shares, private warrants and Pre-funded warrants, net | |
| 6,231,169 | | |
| 7,679 | | |
| - | | |
| 7,679 | |
Exercise of options | |
| 19,048 | | |
| 2 | | |
| - | | |
| 2 | |
Exercise of June 2024 Pre-funded warrants into ordinary shares | |
| 1,709,760 | | |
| 2 | | |
| - | | |
| 2 | |
Restricted share unit (“RSU”) vesting | |
| 594,943 | | |
| - | | |
| - | | |
| - | |
Issuance of ordinary Shares- advisor fees | |
| 45,000 | | |
| 62 | | |
| - | | |
| 62 | |
Share-based compensation | |
| - | | |
| 1,892 | | |
| - | | |
| 1,892 | |
Comprehensive and net loss | |
| - | | |
| - | | |
| (11,053 | ) | |
| (11,053 | ) |
Balance on December 31, 2024 | |
| 24,252,096 | | |
| 70,896 | | |
| (66,574 | ) | |
| 4,322 | |
For More Financial Information:
For a comprehensive understanding of the Company’s financial reports
and related management’s discussion and analysis for applicable periods, please review the company’s annual report on Form 20-F for the
fiscal year ended December 31, 2024, available on the company’s EDGAR profile at https://www.sec.gov/edgar
Company Contact
Inspira Technologies – Media Relations
Email: info@inspirao2.com
Phone: +972-9-9664485
Capital Markets & Investor Contact
Arx | Capital Markets Advisors
North American Equities Desk
inspira@arxadvisory.com
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