Inspira Announces $1.8 Million Registered Direct Offering Priced At-The-Market and Additional Equity Financing Agreement to Support Ongoing Commercial Execution

Rhea-AI Summary

Inspira Technologies (NASDAQ: IINN, IINNW) entered a definitive agreement for a registered direct offering of 1,565,217 ordinary shares at $1.15 per share, producing gross proceeds of approximately $1.8 million. The offering is expected to close on or about December 16, 2025 and will be sold pursuant to a prospectus supplement under a Form F-3 shelf declared effective on December 12, 2025.

Separately, Inspira signed a Standby Equity Purchase Agreement (SEPA) with YA II PN, Ltd., giving the company the right to sell up to $25 million of ordinary shares over 36 months at its discretion, with no minimum purchase requirements. Net proceeds are intended for working capital and general corporate purposes.

Positive

• Immediate gross proceeds of $1.8 million
• SEPA provides up to $25 million of optional equity financing over 36 months
• Form F-3 shelf registration effective Dec 12, 2025 enables takedowns

Negative

• Issuance of 1,565,217 shares will dilute existing shareholders
• Potential future dilution up to $25 million if SEPA is drawn
• Offering priced at-the-market may signal near-term capital need

Key Figures

Registered direct shares 1,565,217 shares Ordinary shares issued in registered direct offering at $1.15

Offering price $1.15 per share Purchase price in registered direct offering

Gross proceeds $1.8 million Registered direct offering gross proceeds to the company

SEPA capacity $25 million Maximum ordinary shares value under SEPA over 36 months

SEPA term 36 months Period over which SEPA can be utilized

Shelf capacity $75,000,000 Maximum amount under Form F-3 shelf registration

Cash and equivalents $2.1 million Reported as of June 30, 2025 in F-3 filing

Total equity $1.3 million Reported as of June 30, 2025 in F-3 filing

Market Reality Check

$1.05 Last Close

Volume Volume 194,642 is 1.51x the 20-day average of 129,075, indicating elevated trading interest ahead of the offering. high

Technical Shares at $1.15 are trading above the 200-day MA of $0.96 and about 30.3% below the $1.65 52-week high.

Peers on Argus 1 Down

Within Healthcare/Medical Devices, several peers were down, including RBOT at -4.83%, MYO at -2.78%, ECOR at -1.66%, and MODD at -1.23%, while NMTC rose 8.88%. Momentum scans show only ADGM moving down, suggesting this equity financing news was largely company-specific rather than part of a broad sector rotation.

Historical Context

Date	Event	Sentiment	Move	Catalyst
Dec 09	IP/patent win	Positive	+4.5%	Japan patent grant extending cannula IP protection to 2041.
Dec 03	Operational expansion	Positive	-7.0%	Announced larger state-of-the-art blood lab and capability upgrades.
Nov 13	Clinical study update	Positive	-3.1%	Completed HYLA blood sensor study with 95%–99% accuracy metrics.
Nov 06	Regulatory progress	Positive	+15.6%	Near-final regulatory clearance for ART100 in the UAE market.
Oct 22	Strategic alliance	Positive	-8.0%	AI training alliance to enhance ART100 and HYLA ecosystem adoption.

Pattern Detected

Recent news has mostly been operationally positive, yet share reactions were mixed, with 3 negative and 2 positive moves after prior announcements.

Recent Company History

Over the last few months, the company reported multiple operational milestones, including a Japan patent for its Convertible Dual Lumen Cannula with protection to 2041, expansion of blood lab capabilities, completion of the HYLA blood sensor clinical study with 95%–99% accuracy, and advancing ART100 regulatory clearance in the UAE. These steps support commercialization and diagnostics expansion. Today’s financing, drawn from the existing F-3 shelf, adds capital flexibility on top of this execution track.

Regulatory & Risk Context

Active S-3 Shelf Registration 2025-11-25

$75,000,000 registered capacity

An effective Form F-3 shelf filed on Nov 25, 2025 allows the company to offer up to $75,000,000 of ordinary shares, warrants and units from time to time, and the current registered direct offering represents a takedown from this shelf, increasing potential dilution but also broadening financing flexibility.

Market Pulse Summary

This announcement adds immediate and flexible equity financing capacity. The company raised gross proceeds of $1.8 million at $1.15 per share and can sell up to $25 million in stock over 36 months under a SEPA, drawing on a $75,000,000 Form F-3 shelf. Investors may track how proceeds support commercialization, and how frequently the company utilizes these facilities relative to its previously reported $2.1 million cash and $1.3 million equity base.

Key Terms

registered direct offering financial

"definitive agreement with YA II PN, Ltd. (“YA”) for a registered direct offering of its ordinary shares"

A registered direct offering is a way for a company to sell new shares of its stock directly to select investors with regulatory approval. This method allows the company to raise funds quickly and efficiently without needing a public auction, similar to offering exclusive access to a limited number of buyers. For investors, it often provides an opportunity to purchase shares at a favorable price, while giving the company immediate access to capital.

standby equity purchase agreement financial

"has also entered into a Standby Equity Purchase Agreement (“SEPA”) with YA"

A standby equity purchase agreement is a contract in which an investor or group agrees to buy a company’s newly issued shares on demand, giving the company a ready source of cash it can tap when needed. Think of it like a line of credit made with stock instead of a loan: it provides financial backup but can increase the number of shares outstanding, diluting existing owners and affecting per‑share value, so investors watch these deals for their impact on ownership and earnings per share.

at-the-market financial

"registered direct offering priced at-the-market and additional equity financing"

"At-the-market" is a method for companies to sell new shares of stock directly into the open market over time, rather than all at once. It allows companies to raise money gradually, similar to selling slices of a pie instead of the entire pie at once, which can help manage the sale's impact on the stock price. This approach gives investors a steady supply of shares while providing companies with flexible funding options.

shelf registration statement regulatory

"takedown from the Company’s shelf registration statement on Form F-3 (File No. 333-289324)"

A shelf registration statement is a document a company files with regulators that allows it to sell shares or bonds quickly when it’s a good time to raise money. It’s like having a pre-approved plan ready so the company can act fast without going through lengthy paperwork each time they want to sell, making fundraising more flexible.

form f-3 regulatory

"shelf registration statement on Form F-3 (File No. 333-289324), which was declared effective"

Form F-3 is a U.S. securities filing that lets eligible foreign companies pre-register and then quickly sell shares or other securities to raise money, because they already meet ongoing reporting and size tests. For investors it signals that the company is up-to-date with regulatory disclosure and has an efficient way to issue new securities — similar to a pre-approved credit line — which can mean faster capital raises but also potential dilution of existing holdings.

prospectus supplement regulatory

"pursuant to a prospectus supplement to be filed with the Securities and Exchange Commission"

A prospectus supplement is an additional document provided alongside a company's main offering details, offering updated or extra information about a specific financial product being sold. It helps investors understand the latest terms, risks, and details of the investment, similar to how an update or revision clarifies or expands on original instructions, ensuring they have current and complete information before making a decision.

registration statement regulatory

"effectiveness of a registration statement with the SEC registering the ordinary shares issuable"

A registration statement is a formal document that companies file with a government agency to offer new shares of stock to the public. It provides essential information about the company's finances, operations, and risks, helping investors make informed decisions. Think of it as a detailed product description that ensures transparency and trust before buying into a company.

securities and exchange commission regulatory

"prospectus supplement to be filed with the Securities and Exchange Commission (“SEC”)"

A national government agency that enforces rules for buying, selling and disclosing information about stocks and other investments, acting like a referee and scorekeeper for financial markets. It requires companies to share clear, regular financial and business information and investigates fraud or rule-breaking, which matters to investors because those rules and disclosures help ensure fair prices, reduce hidden risks and make it easier to compare investment choices.

AI-generated analysis. Not financial advice.

RA'ANANA, Israel, Dec. 15, 2025 (GLOBE NEWSWIRE) -- Inspira™ Technologies OXY B.H.N. Ltd. (NASDAQ: IINN, IINNW) ("Inspira," “Inspira Technologies,” or the "Company"), a pioneer in innovative life-support and diagnostic technologies, today announced that it has entered into a definitive agreement with YA II PN, Ltd. (“YA”) for a registered direct offering of its ordinary shares, and has also entered into a Standby Equity Purchase Agreement (“SEPA”) with YA providing additional equity financing flexibility.

Inspira has entered into a definitive agreement for the issuance and sale, in a registered direct offering, of an aggregate of 1,565,217 ordinary shares at a purchase price of $1.15 per share, resulting in gross proceeds to the Company of approximately $1.8 million.

The offering is expected to close on or about December 16, 2025, subject to the satisfaction of customary closing conditions.

The ordinary shares are being offered and sold pursuant to a prospectus supplement to be filed with the Securities and Exchange Commission (“SEC”) in connection with a takedown from the Company’s shelf registration statement on Form F-3 (File No. 333-289324), which was declared effective by the SEC on December 12, 2025. The offering of such securities is being made only by means of a prospectus supplement that forms a part of the registration statement.

In addition, the Company has entered into the SEPA with YA, pursuant to which the Company has the right, but not the obligation, to sell up to $25 million of its ordinary shares over a 36-month period, at the Company’s discretion by issuing advance notices to YA following the effectiveness of a registration statement with the SEC registering the ordinary shares issuable pursuant to the SEPA . The Company is not required to draw on the facility and there are no minimum purchase requirements.

Transaction Highlights:

• Registered Direct Offering: The Company has entered into a definitive agreement for the issuance and sale of ordinary shares at a purchase price of $1.15 per share, priced at-the-market, resulting in gross proceeds of approximately $1.8 million.
• SEPA: To ensure long-term financial flexibility, the Company has also entered into a SEPA with YA. This facility provides the Company with the right, but not the obligation, to sell up to $25 million of its ordinary shares to YA over a 36-month period.
  • The Company emphasizes that it is not required to draw on this facility and there are no minimum purchase requirements. Sales under the SEPA are at the Company’s sole discretion, allowing for opportunistic capital raising if and when needed.

The Company expects to use the net proceeds from the registered direct offering, and any future proceeds from the SEPA, for working capital and general corporate purposes, specifically to support the Company’s strategic roadmap and planned operations.

“This financing creates a robust financial foundation for Inspira Technologies as we move decisively to translate our recent progress into meaningful commercial growth,” said Dagi Ben-Noon, Chief Executive Officer of Inspira Technologies. “By securing immediate capital while simultaneously establishing a flexible long-term equity facility in the SEPA, we believe that we have strengthened our ability to advance key initiatives and support ongoing operations. This structure allows us to pursue our broader strategic objectives and brings the next phase of our development to fruition with greater financial flexibility.”

This press release shall not constitute an offer to sell or a solicitation of an offer to buy any of the securities described herein, nor shall there be any sale of these securities in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction.

About Inspira Technologies
Inspira Technologies is a commercial-stage medical device company specializing in advanced respiratory support and real-time blood monitoring solutions. The Company’s U.S. Food and Drug Administration-cleared INSPIRA™ ART100 system is approved for cardiopulmonary bypass in the U.S. and ECMO (Extracorporeal Membrane Oxygenation) procedures outside the U.S and serves as a foundation for the development of the INSPIRA ART500, a next-generation system designed to deliver oxygenation while patients remain awake and spontaneously breathing. Inspira Technologies is also advancing HYLA™, a proprietary blood sensor platform offering continuous, non-invasive monitoring. With multiple cleared products, a growing IP portfolio, and strategic streamlining of its operations, Inspira Technologies is increasingly positioned as an attractive platform within the life-support and MedTech landscape. For more information, visit: https://inspira-technologies.com.

Forward-Looking Statements
This press release contains express or implied forward-looking statements under U.S. federal securities laws. These forward-looking statements are based on the current expectations of the Company’s management and are subject to various risks and uncertainties that could cause actual results to differ materially from those described herein. For example, the Company is using forward-looking statements when it discusses Company’s ability to access additional capital as needed under the SEPA, that the financing creates a robust financial foundation for the Company, that this structure allows the Company to pursue its broader strategic objectives and brings the next phase of our development to fruition with greater financial confidence and the expected use of proceeds from the registered direct offering and the SEPA. Forward-looking statements include, but are not limited to, statements regarding the closing of the registered direct offering, the anticipated use of proceeds, and the Company’s ability to raise capital under the Standby Equity Purchase Agreement. More detailed information about 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 year ended December 31, 2024, filed with the SEC on March 10, 2025, as amended. Except as required by law, the Company undertakes no obligation to update any forward-looking statements.

Company Contact
Inspira Technologies
Email: info@inspirao2.com
Phone: +972-9-9664485

FAQ

What did Inspira (IINN) announce on December 15, 2025 about equity financing?

Inspira announced a registered direct offering for 1,565,217 shares at $1.15 per share (~$1.8M gross) and a SEPA allowing up to $25M of additional equity over 36 months.

When is the Inspira (IINN) registered direct offering expected to close?

The offering is expected to close on or about December 16, 2025, subject to customary closing conditions.

How much capital can Inspira (IINN) access under the SEPA and for how long?

The SEPA permits Inspira to sell up to $25 million of ordinary shares to YA over a 36-month period, at the company's discretion.

What will Inspira (IINN) use the proceeds from the offering and SEPA for?

Net proceeds are expected to be used for working capital and general corporate purposes, including support for the company’s strategic roadmap and operations.

Does the SEPA with YA require Inspira (IINN) to sell any shares?

No; the SEPA gives the company the right but not the obligation to sell shares and contains no minimum purchase requirements.

Under what registration is the registered direct offering being conducted for Inspira (IINN)?

The offering is a takedown from a Form F-3 shelf registration (File No. 333-289324) declared effective on December 12, 2025 and will be made by prospectus supplement.