Inspira Signs Term Sheet for Acquisition of Advanced Liquid Biopsy Cancer Diagnostics Technology and Concurrent $15 Million Investment at $180 Million Valuation

Rhea-AI Summary

Inspira (NASDAQ: IINN) entered a non-binding term sheet on Jan 5, 2026 for an all-share acquisition of an advanced liquid biopsy diagnostics business and a concurrent $15 million strategic equity investment based on a $180 million pre-money valuation. The Company expects to sign Definitive Agreements within ~four weeks, subject to shareholder approval and customary closing conditions.

The plan allocates $12 million of proceeds to existing respiratory and blood-monitoring technology development, proposes contingent value rights to protect current shareholders, and aims for FDA 510(k) clearance for the platform previously validated across dozens of patient samples.

Positive

• $15 million strategic equity investment at closing
• Pre-money valuation of $180 million
• Plans to allocate $12 million to existing technologies
• Targeting FDA 510(k) clearance for the liquid biopsy platform
• Clinical validation across dozens of patient samples

Negative

• Term sheet is non-binding; definitive agreements not executed
• Transaction subject to shareholder approval and customary conditions
• Strategic investor identity not yet disclosed
• Closing expected after ~four weeks, creating timing uncertainty

Key Figures

Strategic equity investment $15 million Concurrent investment proposed in term sheet

Pre-money valuation $180 million Valuation framework for proposed investment

Allocated to existing tech $12 million Portion of investment for respiratory and blood monitoring

Liquid biopsy market size $58 billion Projected global market over coming decade

Purchase orders $49.5 million Binding purchase orders reaffirmed Dec 2025

Registered direct offering $1.8 million Gross proceeds from Dec 2025 offering

SEPA capacity $25 million Standby Equity Purchase Agreement size

Shelf registration size $75,000,000 Form F-3 shelf filed Nov 25, 2025

Market Reality Check

$0.9400 Last Close

Volume Volume 35,391 is below the 143,026 20-day average (relative 0.25x). low

Technical Shares at $0.9204 are trading below the $0.97 200-day moving average and 44.22% under the 52-week high.

Peers on Argus

While IINN gained 2.27%, several device peers also traded higher (e.g., RBOT up 13%, NMTC up 9.41%, MODD up 5.57%), but no peers appeared in the momentum scanner, suggesting a more stock-specific move.

Historical Context

Date	Event	Sentiment	Move	Catalyst
Dec 23	Commercial update	Positive	-5.0%	Reaffirmed <b>$49.5M</b> purchase orders with revenue recognition from 2026.
Dec 15	Equity financing	Negative	-8.7%	Registered direct offering and <b>$25M</b> SEPA to fund operations.
Dec 09	IP / patent grant	Positive	+4.5%	Japan patent for Convertible Dual Lumen Cannula valid through <b>2041</b>.
Dec 03	Capacity expansion	Positive	-7.0%	Expanded blood lab capabilities and larger facility for diagnostics.
Nov 13	Clinical milestone	Positive	-3.1%	Completed HYLA blood sensor study with <b>95%–99%</b> reported accuracy.

Pattern Detected

Positive operational and IP updates have sometimes seen negative or muted price reactions, while financing news has aligned with downside moves.

Recent Company History

Over the past few months, Inspira reported multiple developments: reaffirmed $49.5M in binding purchase orders targeting the 2026 fiscal cycle, completed a clinical study for the HYLA blood sensor with 95%–99% reported accuracy, and expanded its blood lab capabilities. It also raised capital via a $1.8M registered direct offering and a $25M SEPA, alongside securing a Japanese patent valid through 2041. Today’s acquisition and $15M strategic investment term sheet fits the ongoing pivot toward broader blood-based diagnostics and technology platforms.

Regulatory & Risk Context

Active S-3 Shelf Registration 2025-11-25

$75,000,000 registered capacity

The company has an effective Form F-3 shelf registration filed on Nov 25, 2025 to offer up to $75,000,000 of securities, with at least one usage via a 424B5 prospectus supplement. This provides flexibility to raise additional equity or related securities in the future, alongside the separate proposed $15M strategic investment outlined in the term sheet.

Market Pulse Summary

The stock moved +7.8% in the session following this news. A strong positive reaction aligns with the market’s focus on strategic capital and platform expansion. The term sheet combines an all-share acquisition of a liquid biopsy business with a $15M equity investment at a $180M pre-money valuation, alongside a shareholder-protection structure using contingent value rights. Given an existing $75M shelf and prior equity raises, investors may weigh future financing needs and integration execution when assessing how durable any move could be.

Key Terms

liquid biopsy medical

"planned acquisition of a development-ready liquid biopsy platform, supported by a clear"

A liquid biopsy is a laboratory test that looks for tiny pieces of tumor or disease-related material — such as DNA, proteins, or cells — circulating in blood or other body fluids, allowing detection and monitoring without a surgical tissue sample. For investors, it matters because these tests can speed diagnosis, guide treatment choices, enable easier repeat testing, and create recurring revenue streams if adopted widely, affecting a medical company's growth and regulatory risk profile.

circulating tumor cells medical

"designed to isolate and characterize circulating tumor cells from standard blood samples."

Circulating tumor cells are cancer cells that break away from a tumor and travel in the bloodstream, detectable through a blood test. Investors care because their presence and number can act like a real-time signal — similar to footprints showing where a person has been — revealing disease progression, response to treatment, or risk of metastasis, which influences the market value of diagnostics, therapies and clinical trial outcomes.

ai-powered cellular analysis technical

"The Platform incorporates AI-powered cellular analysis intended to support cancer"

AI-powered cellular analysis uses machine learning to examine images and measurements of cells, spotting patterns, classifying cell types, or flagging abnormalities — like giving a microscope a smart assistant that notices subtle details a person might miss. Investors care because this technology can speed research and diagnostics, lower lab costs, and enable scalable products or services that may increase revenue and shorten time-to-market, while also introducing technical and regulatory risk.

510(k) regulatory pathway regulatory

"expects to pursue U.S. Food and Drug Administration (“FDA”) clearance for the liquid biopsy platform through the 510(k) regulatory pathway"

A 510(k) regulatory pathway is a U.S. Food and Drug Administration process where a medical device maker shows a new product is similar enough to an already allowed device so it can be cleared for sale without the longest, most exhaustive reviews. For investors it matters because this route generally means faster, lower-cost market access and lower regulatory risk compared with full approval, affecting how soon a device can start earning revenue and how much uncertainty surrounds its launch.

contingent value rights financial

"shareholders of record ... are expected to receive contingent value rights, ensuring that any future"

Contingent value rights are special financial instruments that give their holder the potential to receive additional payments if certain future events or conditions happen, such as the achievement of specific business milestones. They are like a promise of extra rewards that depend on how well a project or company performs later on. Investors care about them because they offer a chance for extra gains but also carry uncertainty, as the extra payments are not guaranteed.

AI-generated analysis. Not financial advice.

All-share acquisition positions Inspira to expand into a multi-billion dollar diagnostics market with a development-ready innovative technology; transaction structured to include significant protections for existing shareholders of Inspira relating to its existing technologies

RA'ANANA, Israel, Jan. 05, 2026 (GLOBE NEWSWIRE) -- Inspira™ Technologies OXY B.H.N. Ltd. (NASDAQ: IINN) ("Inspira" or the "Company"), a pioneer in innovative life-support and diagnostic technologies, today announced it has entered into a non-binding term sheet (the “Term Sheet”), outlining the principal terms of a proposed two-part transaction that would include the acquisition of an advanced liquid biopsy diagnostics business, together with a concurrent $15 million strategic equity investment into the Company, subject to the execution of definitive agreements (the “Definitive Agreements”). The Company expects to finalize and execute the Definitive Agreements within approximately the next four weeks, following which the transaction shall be subject to shareholder approval and customary closing conditions.

Dagi Ben-Noon, Chief Executive Officer of Inspira, commented “We are positioning the Company to expand into a high-growth diagnostics market through the planned acquisition of a development-ready liquid biopsy platform, supported by a clear regulatory pathway, alongside a significant strategic equity investment of $15 million into the Company that reflects a valuation framework driven by the technology’s potential combined with our execution capabilities. Equally important, the transaction has been structured to protect our existing shareholders, preserving their full economic upside to all future realizations of value from our existing respiratory and blood monitoring technologies while providing exposure to a new diagnostics growth opportunity.”

Equity Investment

The proposed transaction includes a $15 million equity investment into the Company, at a premium to the Company’s current market capitalization, by a strategic investor (the “Strategic Investor”), to be made concurrently with the closing of the Definitive Agreements, based on a pre-money valuation of the Company of $180 million. The Company believes this proposed valuation reflects the Strategic Investor’s independent assessment of the value and commercial potential of the liquid biopsy technology combined with Inspira’s existing technology and capabilities. The valuation marks a significant premium over the Company’s current market capitalization.

The identity of the Strategic Investor is expected to be disclosed following shareholder approval and execution of the Definitive Agreements. As part of the transaction structure, Inspira intends to allocate $12 million of the investment proceeds to fund the continued operations and development of its existing respiratory and blood monitoring technologies.

Strategic Acquisition

As part of the proposed transaction, Inspira would acquire an advanced liquid biopsy diagnostics business in an all-share acquisition. The acquisition would enable Inspira to enter the rapidly growing liquid biopsy market through a proprietary platform (the “Platform”) designed to isolate and characterize circulating tumor cells from standard blood samples. The Platform incorporates AI-powered cellular analysis intended to support cancer characterization and treatment decision-making. In clinical validation studies conducted to date across dozens of patient samples, the Platform has demonstrated a high level of concordance with traditional tissue biopsy, highlighting its potential to provide clinically meaningful insights that may complement existing diagnostic approaches.

The Platform’s initial clinical focus is breast cancer, with potential applicability across additional oncology indications. The global liquid biopsy market is projected to reach a market size of approximately $58 billion over the coming decade¹, driven by increasing demand for non-invasive cancer detection and treatment monitoring. The acquired technology addresses a specific high-value segment, whole-cell characterization, which provides diagnostic information beyond DNA or RNA‑based sequencing approaches. Inspira brings established capabilities in blood-based diagnostics, automation, and clinical execution that are directly applicable to liquid biopsy development.

Following the acquisition, the Company expects to pursue U.S. Food and Drug Administration (“FDA”) clearance for the liquid biopsy platform through the 510(k) regulatory pathway, leveraging established regulatory precedents. Importantly, an existing reimbursement code is already in place for the intended clinical use, providing a clear path to reimbursement upon regulatory clearance.

Shareholder Protection Framework

The proposed transaction would include a dedicated shareholder protection framework designed to preserve the full economic upside of Inspira’s existing respiratory and blood-monitoring platforms for current shareholders, while simultaneously enabling participation in the growth potential of the liquid biopsy platform. Under this framework, Inspira’s shareholders of record at the completion of the Definitive Agreements are expected to receive contingent value rights, ensuring that any future realization of value from Inspira’s respiratory technology assets is allocated exclusively to the existing shareholders. This structure is intended to allow Inspira to expand into a new diagnostics growth platform without diluting the economic interests of its current shareholders in the Company’s established respiratory and blood monitoring technologies.

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 the potential execution of the Definitive Agreements, the timing thereof and the need for shareholder approval for the proposed acquisition, the potential for the closing of the equity financing, the Company’s expansion into a high-growth diagnostics market through the planned acquisition of a development-ready liquid biopsy platform the anticipated valuation of the Company, the potential benefits and advantages of strategic acquisition and establishment of a dual-platform medical technology business, the anticipated timeline for the regulatory approval of the acquired liquid biopsy technology, the expected pursuit of FDA clearance for the biopsy platform through the 510(k) regulatory pathway, the expected use of proceeds from the equity investment, the shareholder protection framework and the expected issuance of contingent value rights and the Company’s future operations and strategic positioning following completion of the transaction. 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

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¹ https://www.fortunebusinessinsights.com/liquid-biopsy-market-102506

FAQ

What did Inspira (IINN) announce on January 5, 2026 regarding an acquisition and investment?

Inspira announced a non-binding term sheet for an all-share acquisition of a liquid biopsy business and a concurrent $15 million equity investment at a $180 million pre-money valuation.

How much of the $15 million investment will fund Inspira’s existing technologies (IINN)?

Inspira intends to allocate $12 million of the investment proceeds to continue development of its respiratory and blood-monitoring technologies.

Will Inspira (IINN) seek FDA clearance for the acquired liquid biopsy platform and by which pathway?

Yes; the company expects to pursue FDA 510(k) clearance for the liquid biopsy platform after closing.

Does the Inspira acquisition and investment deal for IINN have final approvals required?

Yes; the transaction is subject to execution of Definitive Agreements, shareholder approval, and customary closing conditions.

How does the deal protect current Inspira (IINN) shareholders’ economic interests?

The proposed structure includes contingent value rights intended to allocate future realizations from Inspira’s respiratory assets exclusively to existing shareholders.

Has Inspira (IINN) disclosed the strategic investor’s identity and deal timeline?

No; the strategic investor identity is expected to be disclosed after shareholder approval, and Definitive Agreements are expected within approximately four weeks.