Inspira Technologies (NASDAQ: IINN) lifts share sale limit under A.G.P. deal

Rhea-AI Filing Summary

Inspira Technologies Oxy B.H.N. Ltd. filed a report noting it has increased the maximum aggregate offering price of its ordinary shares that may be issued under its existing Sales Agreement with A.G.P./Alliance Global Partners from $7,117,720 to $9,985,579. This agreement allows the company to sell ordinary shares from time to time, and the change expands the total dollar amount of shares that can be issued through this program.

The company also filed a legal opinion from Sullivan & Worcester Tel-Aviv (Har-Even & Co.) confirming the legality of issuing and selling these ordinary shares under the Sales Agreement. This report is incorporated by reference into multiple existing registration statements on Form F-3 and Form S-8, meaning those registration statements now include this updated at-the-market capacity.

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: September 2025 (Report No. 3)

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 September 16, 2025, Inspira Technologies Oxy B.H.N. Ltd (the “Registrant”) increased the maximum aggregate offering price of its ordinary shares, no par value (the “Ordinary Shares”) issuable under its Sales Agreement (the “Sales Agreement”) with A.G.P./Alliance Global Partners, dated March 14, 2025, from $7,117,720 to $9,985,579. A copy of the opinion of Sullivan & Worcester Tel-Aviv (Har-Even& Co.) relating to the legality of the issuance and sale of the Ordinary Shares that may be sold pursuant to the Sales Agreement is attached as Exhibit 5.1 hereto.

This Foreign Private Issuer Report on Form 6-K is incorporated by reference into the Registrant’s Registration Statements on Form F-3 (Registration No.  333-266748, 333-284308, and 333-289324) 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 is submitted, to the extent not superseded by documents or reports subsequently filed or furnished.

Exhibit No.		Description
5.1		Opinion of Sullivan & Worcester Tel-Aviv (Har-Even & Co.)
23.1		Consent of Sullivan & Worcester Tel-Aviv (Har-Even & Co.) (contained in Exhibit 5.1)

1

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: September 16, 2025	By:	/s/ Yafit Tehila
		Name:	Yafit Tehila
		Title:	Chief Financial Officer

2

FAQ

What did Inspira Technologies (IINN) change in its September 2025 Form 6-K?

Inspira Technologies increased the maximum aggregate offering price of its ordinary shares issuable under its Sales Agreement with A.G.P./Alliance Global Partners from $7,117,720 to $9,985,579. This expands the total dollar amount of shares the company may sell through that arrangement.

What is the Sales Agreement mentioned by Inspira Technologies (IINN)?

The Sales Agreement is an arrangement dated March 14, 2025 between Inspira Technologies and A.G.P./Alliance Global Partners that permits the company to issue and sell its ordinary shares, up to a specified aggregate offering price, which has now been increased.

How much can Inspira Technologies (IINN) now offer under its share sales program?

The maximum aggregate offering price of ordinary shares that may be issued and sold under the Sales Agreement has been raised to $9,985,579, up from $7,117,720.

What legal documents did Inspira Technologies (IINN) file with this Form 6-K?

The company filed an opinion of Sullivan & Worcester Tel-Aviv (Har-Even & Co.) as Exhibit 5.1 regarding the legality of issuing and selling the ordinary shares under the Sales Agreement, and a related consent as Exhibit 23.1.

How does this Form 6-K affect Inspira Technologies existing registration statements?

This report is incorporated by reference into Inspira Technologies registration statements on Form F-3 (Nos. 333-266748, 333-284308, 333-289324) and Form S-8 (Nos. 333-259057, 333-277980, 333-285565), so those filings now include the updated information about the increased aggregate offering amount.

Does the Form 6-K state that Inspira Technologies (IINN) is issuing shares immediately?

The report states that the maximum aggregate offering price of ordinary shares issuable under the Sales Agreement has been increased. It describes the capacity for issuance under the agreement rather than announcing a specific share sale.