Inspira Announces Pricing of $4.75 Million Registered Direct Offering and Concurrent Private Placement Priced At-the-Market under Nasdaq Rules
Rhea-AI Summary
Inspira (NASDAQ: IINN, IINNW) priced a registered direct offering of 6,785,715 ordinary shares at $0.70 per share, expected to raise approximately $4.75 million gross, plus a concurrent private placement of unregistered warrants to purchase up to 6,785,715 shares.
The warrants have an exercise price of $0.70, become exercisable six months after issuance, and expire 5.5 years from issuance. Closing is expected on or about February 6, 2026. The company also agreed to amend certain existing warrants to a $0.70 exercise price.
Positive
- Gross proceeds of approximately $4.75 million
- Offers immediate working capital and general corporate funding
- Warrants provide potential future equity conversion over 5.5 years
Negative
- Issuance of 6,785,715 shares likely causes shareholder dilution
- Existing warrants amended to $0.70 could increase future dilution
- Offering priced at-the-market at $0.70, signaling lower market valuation
Key Figures
Market Reality Check
Peers on Argus
IINN was down 4.12% ahead of the offering news, while medical device peers like MYO, RBOT, ECOR, MODD, and NMTC were also negative (about -3% to -9%). However, the momentum scanner did not flag a coordinated sector move, pointing to a company-specific financing overhang.
Historical Context
| Date | Event | Sentiment | Move | Catalyst |
|---|---|---|---|---|
| Feb 03 | Product validation | Positive | +4.9% | HYLA standalone blood sensor validated with 94.2% accuracy targeting heart-lung market. |
| Jan 29 | Clinical adoption | Positive | -0.1% | ART100 completed clinical evaluation and entered budgeted procurement at top U.S. center. |
| Jan 21 | Government orders | Positive | -4.6% | Two binding purchase orders advanced to final governmental budgetary validation procedures. |
| Jan 08 | Strategy update | Positive | -0.2% | Outlined liquid biopsy expansion strategy and CVR framework around core technologies. |
| Jan 05 | Acquisition term sheet | Positive | +7.8% | Signed term sheet for liquid biopsy acquisition and $15M strategic equity investment. |
Recent positive operational updates have often seen mixed or negative next-day price reactions, suggesting a pattern of investor skepticism even on constructive news.
Over the past month, Inspira reported multiple operational and strategic milestones. On Jan 5, it signed a term sheet for a liquid biopsy acquisition and a $15 million equity investment, which saw a 7.76% gain. Subsequent updates on liquid biopsy strategy, governmental purchase orders totaling nearly $49.5 million, ART100 clinical adoption, and HYLA sensor validation produced mostly flat to negative moves. Against this backdrop, the new $4.75 million equity and warrant financing fits an ongoing pattern of capital-raising alongside pipeline and commercial progress.
Regulatory & Risk Context
Inspira has an effective Form F-3 shelf filed on Nov 25, 2025 to offer up to $75,000,000 of securities. The current registered direct offering is a takedown from this shelf, and the company has already used it at least once via a 424B5 prospectus supplement dated Dec 15, 2025 for a prior registered direct deal.
Market Pulse Summary
This announcement details a registered direct offering and concurrent private placement raising $4.75 million at $0.70 per share, alongside 6,785,715 new warrants and repricing of 3,031,250 existing warrants. The deal taps Inspira’s Form F-3 shelf for up to $75,000,000 of securities and follows prior capital raises and strategic initiatives, including liquid biopsy expansion. Investors may track future use of the shelf, execution on pending purchase orders, and progress of ART100 and HYLA platforms.
Key Terms
registered direct offering financial
private placement financial
warrants financial
shelf registration statement regulatory
Form F-3 regulatory
prospectus supplement regulatory
Regulation D regulatory
AI-generated analysis. Not financial advice.
RA'ANANA, Israel, Feb. 05, 2026 (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 a single healthcare-focused, institutional investor for a registered direct offering priced at-the-market under Nasdaq Rules of an aggregate of 6,785,715 ordinary shares (or ordinary share equivalents in lieu thereof) at a purchase price of
The offering is expected to close on or about February 6, 2026, subject to the satisfaction of customary closing conditions.
The Company intends to use the net proceeds from the offering for working capital and general corporate purposes.
A.G.P./Alliance Global Partners is acting as the sole placement agent for the offering.
The ordinary shares (or ordinary shares equivalents in lieu thereof) 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 Securities and Exchange Commission (“SEC”) on December 12, 2025. The offering is being made only by means of a prospectus supplement and accompanying prospectus which are a part of the effective registration statement. The warrants will be issued in a concurrent private placement. A prospectus supplement and the accompanying prospectus relating to the registered direct offering will be filed with the SEC and will be available on the SEC’s website at www.sec.gov. Additionally, when available, electronic copies of the prospectus supplement and the accompanying prospectus may be obtained from A.G.P./Alliance Global Partners, 590 Madison Avenue, 28th Floor, New York, NY 10022, or by telephone at (212) 624-2060, or by email at prospectus@allianceg.com. The private placement of the warrants and the ordinary shares underlying the warrants offered to the institutional investor(s) will be made in reliance on an exemption from registration under Section 4(a)(2) of the Securities Act of 1933, as amended (the “Securities Act”), and Regulation D promulgated thereunder. Accordingly, the securities issued in the concurrent private placement may not be offered or sold in the United States except pursuant to an effective registration statement or an applicable exemption from the registration requirements of the Securities Act and such applicable state securities laws.
This press release shall not constitute an offer to sell or the 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 other jurisdiction in which such offer, solicitation, or sale would be unlawful prior to the registration or qualification under the securities laws of any such state or other jurisdiction.
The Company has also agreed that certain existing warrants issued to the investor in December 2023 to purchase up to an aggregate of 3,031,250 ordinary shares, with an exercise price of
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 FDA-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 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 he expected closing date of the offering, the use of proceeds, and the satisfaction of customary closing conditions. 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.
Company Contact
Inspira Technologies
Email: info@inspirao2.com
Phone: +972-9-9664485
FAQ
What did Inspira (IINN) announce about the February 5, 2026 offering?
How will the Inspira (IINN) warrants issued in the offering work?
When is the Inspira (IINN) offering expected to close and what are uses of proceeds?
What change was made to Inspira's December 2023 warrants and how does it affect shareholders?
Who is acting as placement agent for the Inspira (IINN) registered direct offering?
