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not superseded by documents or reports subsequently filed or furnished.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) |
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 |
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