Inspira Technologies (NASDAQ: IINN) prices $4.75M share and warrant offering

Rhea-AI Filing Summary

Inspira Technologies Oxy B.H.N. Ltd. entered a definitive agreement with a single institutional investor for a registered direct offering and concurrent private placement expected to raise approximately $4.75 million before fees. The company will sell 4,000,000 ordinary shares at $0.70 per share and pre-funded warrants for up to 2,785,715 shares at $0.6999 each, plus ordinary warrants to purchase up to 6,785,715 shares at $0.70 in a private placement.

The pre-funded warrants are exercisable immediately at $0.0001 per share, while the ordinary warrants become exercisable six months after issuance and expire five years after first exercise. Inspira also agreed to reduce the exercise price of 3,031,250 existing warrants from $1.28 to $0.70 and extend their expiration to February 5, 2031. Net proceeds are intended for working capital and general corporate purposes.

Insights

Capital markets and dilution analyst

Inspira raises about $4.75M via shares and warrants, adding equity-linked overhang but strengthening cash.

Inspira Technologies is using a registered direct structure plus a concurrent private placement with a single institutional investor. The deal combines 4,000,000 new shares, 2,785,715 pre-funded warrants, and 6,785,715 ordinary warrants at a common reference price of $0.70 per share or equivalent.

The ordinary warrants start being exercisable six months after issuance and run for five years, while pre-funded warrants are immediately exercisable at $0.0001 per share. This layering of instruments increases potential future share issuance, though actual impact depends on investor exercise decisions and market conditions.

The company also amended 3,031,250 older warrants, cutting the exercise price from $1.28 to $0.70 and extending expiry to February 5, 2031, which may make exercise more likely over time. Stated use of net proceeds for working capital and general corporate purposes suggests a focus on funding ongoing operations and product development rather than a specific acquisition or project.

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. 2)

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 5, 2026, Inspira Technologies Oxy B.H.N. Ltd. (the “Company”) entered into a Securities Purchase Agreement (the “Purchase Agreement”) with a single institutional investor (the “Purchaser”), pursuant to which the Company agreed to issue and sell, in a registered direct offering by the Company directly to the Purchaser (the “Registered Direct Offering”): (i) 4,000,000 of the Company’s ordinary shares, no par value per share (the “Ordinary Shares”), at an offering price of $0.70 per share; and (ii) pre-funded warrants to acquire up to 2,785,715 Ordinary Shares (the “Pre-Funded Warrants”) at an offering price of $0.6999 per Pre-Funded Warrant.

The Pre-Funded Warrants were sold to the Purchaser, whose purchase of Ordinary Shares in the Registered Direct Offering would otherwise have resulted in the Purchaser, together with its affiliates and certain related parties, beneficially owning more than 9.99% of the outstanding share capital of the Company following the consummation of the Registered Direct Offering. Each Pre-Funded Warrant represents the right to purchase one Ordinary Share at an exercise price of $0.0001 per share. The Pre-Funded Warrants are exercisable immediately and may be exercised at any time until the Pre-Funded Warrants are exercised in full (subject to the beneficial ownership limitation described above).

The Purchase Agreement contains customary representations, warranties and agreements by the Company, customary conditions to closing, indemnification obligations of the Company, other obligations of the parties, and termination provisions. In addition, Pursuant to the Purchase Agreement, the Company has agreed not to issue, enter into any agreement to issue, or announce the issuance or proposed issuance of any Ordinary Shares or Ordinary Share equivalents, or file any registration statement or any amendment or supplement thereto, for a period of 60 days after the closing of the Registered Direct Offering, subject to certain exceptions.

The Ordinary Shares and Pre-Funded Warrants were offered by the Company pursuant to a registration statement on Form F-3 (File No. 333-289324) (the “Registration Statement”), previously filed and declared effective by the Securities and Exchange Commission (the “Commission”) on December 12, 2025, the base prospectus filed as part of the Registration Statement, and the prospectus supplement dated February 5, 2026 (the “Prospectus Supplement”).

In a concurrent private placement (together with the Registered Direct Offering, the “Offering”), pursuant to the Purchase Agreement, the Company agreed to issue and sell to the Purchaser ordinary warrants to acquire up to 6,785,715 Ordinary Shares (the “Ordinary Warrants” and, together with the Ordinary Shares and the Pre-Funded Warrants, the “Securities”). The Ordinary Warrants are exercisable six months after their issuance at an exercise price of $0.70 per Ordinary Share and will expire on the five year anniversary of their initial exercise date. The Ordinary Warrants and the Ordinary Shares issuable upon the exercise of the Ordinary Warrants are not being registered under the Securities Act of 1933, as amended (the “Securities Act”), were not offered pursuant to the Registration Statement and Prospectus Supplement and were offered pursuant to the exemption provided in Section 4(a)(2) under the Securities Act and/or Regulation D promulgated thereunder.

The Purchase Agreement requires the Company to file a registration statement on Form F-1 (or any other available form), as soon as practicable (and in any event within 75 calendar days of the date of the Purchase Agreement), to register the Ordinary Shares issuable upon exercise of the Ordinary Warrants and to use commercially reasonable efforts to cause such registration statement to become effective within 105 days, or within 120 days of the filing of the registration statement in the event of a full review by the Commission, and to keep such registration statement effective as provided in the Purchase Agreement.

In connection with the Offering, the Company also entered into an agreement to amend existing warrants (the “Warrant Amendment Agreement”) that were previously issued in December 2023 to the investor participating in the Offering. Such existing warrants originally entitled the investor to purchase up to 3,031,250 Ordinary Shares of the Company, with an exercise price of $1.28 per share. Such existing warrants have been amended to reduce the exercise price to $0.70 per share, extend the expiration date from June 27, 2027 to February 5, 2031, revise the fundamental transaction provision in the warrants and revise the cashless exercise provision with respect to computing the valuation of the Ordinary Shares.

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On February 5, 2026, the Company entered into a Placement Agency Agreement (the “Placement Agency Agreement”) with A.G.P./Alliance Global Partners (“A.G.P.” or the “Placement Agent”), pursuant to which the Company engaged A.G.P. as the exclusive placement agent in connection with the Offering. The Placement Agent agreed to use its reasonable best efforts to arrange for the sale of the Securities. In addition, under the Placement Agency Agreement the Company agreed to pay the Placement Agent a placement agent fee in cash equal to seven percent (7.0%). The Company agreed to reimburse the Placement Agent at closing for legal and other expenses incurred by them in connection with the offering in an amount not to exceed $50,000, and to pay non-accountable expenses in the amount of $12,500.

The foregoing summaries of the Placement Agency Agreement, the Purchase Agreement, the Ordinary Warrants, the Pre-Funded Warrants and the Warrant Amendment Agreement do not purport to be complete and are subject to, and qualified in their entirety by, such documents filed as Exhibits 10.1, 10.2, 4.1, 4.2 and 4.3, respectively, hereto and incorporated by reference herein. A copy of the press release related to the Offering entitled “Inspira Announces Pricing of $4.75 Million Registered Direct Offering and Concurrent Private Placement Priced At-the-Market under Nasdaq Rules,” is furnished as Exhibit 99.1 hereto and is incorporated by reference herein.

This Report of Foreign Private Issuer on Form 6-K (this “Form 6-K”) shall not constitute an offer to sell any securities or a solicitation of an offer to buy any securities, nor shall there be any sale of any securities in any state or jurisdiction in which such an offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction.

Copies of the opinions of Sullivan & Worcester Tel Aviv (Har-Even & Co.) and Sullivan & Worcester LLP relating to the legality of the issuance and sale of the Ordinary Shares and the Pre-Funded Warrants, respectively, are filed as Exhibits 5.1 and 5.2 hereto, respectively.

This 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.

Forward-Looking Statements:

This Report contains forward-looking statements within the meaning of the “safe harbor” provisions of the Private Securities Litigation Reform Act of 1995 and other federal securities laws. For example, the Company is using forward-looking statements when it discusses the closing of the Offering and the expected use of proceeds. All statements other than statements of historical facts included in this 6-K are forward-looking statements. Forward-looking statements are neither historical facts nor assurances of future performance. Instead, they are based only on the Company’s current beliefs, expectations and assumptions regarding the future of its business, future plans and strategies, projections, anticipated events and trends, the economy and other future conditions. Because forward-looking statements relate to the future, they are subject to inherent uncertainties, risks and changes in circumstances that are difficult to predict and many of which are outside of the Company’s control. The Company’s actual results and financial condition may differ materially from those indicated in the forward-looking statements. Therefore, you should not rely on any of these forward-looking statements. Important factors that could cause our actual results and financial condition to differ materially from those indicated in the forward-looking statements include the risks and uncertainties described in the Company’s annual report on Form 20-F for the year ended December 31, 2024, filed with the Commission on March 20, 2025, and the Company’s other filings with the Commission. The Company undertakes no obligation to publicly update any forward-looking statement, whether written or oral, that may be made from time to time, whether as a result of new information, future developments or otherwise.

Exhibit No.		Description
4.1		Form of Ordinary Warrant
4.2		Form of Pre-Funded Warrant
4.3		Form of Warrant Amendment Agreement
5.1		Opinion of Sullivan & Worcester Tel Aviv (Har-Even & Co.)
5.2		Opinion of Sullivan & Worcester LLP
10.1		Placement Agency Agreement, dated as of February 5, 2026, by and between the Company and A.G.P./Alliance Global Partners.
10.2		Form of Securities Purchase Agreement, dated as of February 5, 2026, by and between the Company and the purchaser party thereto.
23.1		Consent of Sullivan & Worcester Tel Aviv (Har-Even & Co.) (included in Exhibit 5.1).
23.2		Consent of Sullivan & Worcester LLP (included in Exhibit 5.2).
99.1		Press Release issued by Inspira Technologies Oxy B.H.N. Ltd. on February 5, 2026, titled “Inspira Announces Pricing of $4.75 Million Registered Direct Offering and Concurrent Private Placement Priced At-the-Market under Nasdaq Rules.”

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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: February 6, 2026	By:	/s/ Dagi Ben-Noon
		Name:	Dagi Ben-Noon
		Title:	Chief Executive Officer

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Exhibit 99.1

Inspira Announces Pricing of $4.75 Million Registered Direct Offering and Concurrent Private Placement Priced At-the-Market under Nasdaq Rules

 

RA'ANANA, Israel, Feb. 5, 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 $0.70 per share. The gross proceeds to the Company from the offering are expected to be approximately $4.75 million, before deducting placement agent commissions and other offering expenses. In addition, in a concurrent private placement, Inspira will issue and sell unregistered warrants to purchase up to 6,785,715 ordinary shares. The warrants will have an exercise price of $0.70 per share, will be exercisable six months following their issuance and will expire five and a half (5.5) years from the issuance date.

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 $1.28 will be amended such that the warrants will have a reduced exercise price of $0.70 per share and shall expire five (5) years from the Closing Date.

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 capital is Inspira Technologies (IINN) raising in this 6-K?

Inspira Technologies is raising approximately $4.75 million in gross proceeds through a registered direct offering and concurrent private placement, selling ordinary shares, pre-funded warrants, and ordinary warrants to a single institutional investor at $0.70 per share or equivalent.

How many Inspira Technologies (IINN) shares and warrants are being issued?

The company will issue 4,000,000 ordinary shares, pre-funded warrants to acquire up to 2,785,715 shares, and ordinary warrants to purchase up to 6,785,715 shares, all tied to a reference price of $0.70 per ordinary share or equivalent.

What are the key terms of Inspira Technologies’ new warrants?

Pre-funded warrants are exercisable immediately at an exercise price of $0.0001 per share. Ordinary warrants are exercisable six months after issuance at $0.70 per share and will expire five years after their initial exercise date, offering a multi‑year equity option.

How did Inspira Technologies amend its existing December 2023 warrants?

Existing warrants for up to 3,031,250 shares saw their exercise price reduced from $1.28 to $0.70 per share. Their expiration date was extended from June 27, 2027 to February 5, 2031, and certain fundamental transaction and cashless exercise terms were revised.

How will Inspira Technologies (IINN) use the proceeds from this offering?

The company states it intends to use the net proceeds from the approximately $4.75 million capital raise for working capital and general corporate purposes, supporting ongoing operations, development activities, and overall corporate needs rather than a single earmarked project.

Who acted as placement agent for Inspira Technologies’ offering and what are their fees?

A.G.P./Alliance Global Partners is the exclusive placement agent. Inspira agreed to pay a 7.0% cash placement fee, reimburse up to $50,000 of legal and related expenses, and pay additional non-accountable expenses of $12,500 in connection with arranging the sale.