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 February 2026 (Report No. 4)
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 February 12, 2026, Inspira
Technologies Oxy B.H.N. Ltd. (the “Company”) issued a press release titled “Inspira Technologies Announces Receipt of
Nasdaq Notification Regarding Minimum Bid Price Requirement,” a copy of which is furnished as Exhibit 99.1 with this report of foreign
private issuer on Form 6-K.
This Report on Form 6-K is
incorporated by reference into the Company’s Registration Statements on Form F-3 (Registration Nos. 333-284308
and 333-289324) and Form S-8
(Registration Nos. 333-259057,
333-277980, 333-285565,
333-290162 and 333-292592),
filed with the Securities and Exchange Commission, to be a part thereof from the date on which this report is submitted, to the extent
not superseded by documents or reports subsequently filed or furnished.
| Exhibit No. |
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| 99.1 |
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Press Release issued by Inspira Technologies Oxy B.H.N. Ltd. on February 12, 2026, titled “Inspira Technologies Announces Receipt of Nasdaq Notification Regarding Minimum Bid Price Requirement.” |
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. |
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| Date: February 12, 2026 |
By: |
/s/ Dagi Ben-Noon |
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Name: |
Dagi Ben-Noon |
| |
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Title: |
Chief Executive Officer |
2
Exhibit 99.1
Inspira Technologies Announces Receipt of Nasdaq Notification Regarding Minimum Bid Price Requirement
RA’ANANA, Israel, February 12,
2026 -- Inspira™ Technologies OXY B.H.N. Ltd. (NASDAQ: IINN,IINNW) (“Inspira Technologies” or the “Company”),
a pioneer in innovative life-support and diagnostic technologies, today announced that it received a written notification (the
“Notification Letter”) from the Nasdaq Stock Market LLC (“Nasdaq”) on February 9, 2026, notifying the Company
that it is not currently in compliance with the minimum bid price requirement set forth in Nasdaq Listing Rule 5550(a)(2), as the closing
bid price of the Company’s ordinary shares (“Ordinary Shares”) was below $1.00 per share for the last 30 consecutive
business days.
The Notification Letter has no immediate effect on the listing or trading
of the Company’s Ordinary Shares, which will continue to trade on The Nasdaq Capital Market under the symbol “IINN.”
In accordance with Nasdaq Listing Rule 5810(c)(3)(A), the Company has
been granted a compliance period of 180 calendar days, or until August 10, 2026 (the “Compliance Period”), to regain compliance
with the minimum bid price requirement. To regain compliance, the closing bid price of the Company’s Ordinary Shares must be at
least $1.00 per share for a minimum of ten consecutive business days during the Compliance Period.
If the Company does not regain compliance by August 10, 2026, the Company
may be afforded a second 180-calendar day compliance period. To qualify for this additional time, the Company will be required to meet
the continued listing requirement for market value of publicly held shares and all other initial listing standards for the Nasdaq Capital
Market, with the exception of the minimum bid price requirement, and will need to provide written notice of its intention to cure the
deficiency during the second compliance period, including by effectuating a revere share split, if necessary. If the Company does not
regain compliance within the allotted compliance period(s), including any extensions that may be granted by Nasdaq, Nasdaq will provide
notice that the Company’s Ordinary Shares will be subject to delisting.
The Company intends to monitor the closing bid price of its Ordinary
Shares between now and August 10, 2026, and intends to consider available options to cure the deficiency regain compliance with the Nasdaq
minimum bid price requirement within the Compliance Period.
This announcement is made in compliance with Nasdaq Listing Rule 5810(b),
which requires prompt disclosure of receipt of a deficiency notification.
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 its ability to regain compliance with the Nasdaq minimum bid price requirement within
the applicable Compliance Period, its intention to monitor the trading price of its Ordinary Shares, and its consideration of available
options to regain compliance with Nasdaq listing requirements. 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