Inspira Technologies (NASDAQ: IINN) launches $2,015,985 ATM share program

Rhea-AI Filing Summary

Inspira Technologies Oxy B.H.N. Ltd. entered into a sales agreement allowing at-the-market offerings of its ordinary shares with an aggregate offering price of $2,015,985 through A.G.P./Alliance Global Partners.

The shares are issued under existing Form F-3 registrations and a new prospectus supplement. Inspira plans to use any net proceeds for general corporate purposes, including research and development, regulatory processes, marketing, and commercialization. The company is not obligated to sell any shares, and the sales agent will receive a 3.0% commission on gross proceeds.

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. 5)

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

Execution of Sales Agreement

On February 17, 2026, Inspira Technologies Oxy B.H.N. Ltd., or the Registrant, entered into a Sales Agreement, or the Sales Agreement, with A.G.P./Alliance Global Partners, or the Sales Agent, pursuant to which the Registrant may offer and sell, from time to time, through the Sales Agent, the Registrant’s ordinary shares, no par value per share, or the Ordinary Shares, having an aggregate offering price of up to $2,015,985. The Ordinary Shares will be offered and sold pursuant to the Registrant’s Registration Statement on Form F-3 (File No. 333-289324), or the Registration Statement, and the related base prospectus included in the Registration Statement, as supplemented by the prospectus supplement to the Registration Statement dated February 17, 2026.

The Company expects that any proceeds from the sale of Ordinary Shares under the Sales Agreement for general corporate purposes, which include financing the Company’s research and development, including human observational studies, system engineering and other regulatory approval processes, business development marketing activities and implementation of the Company’s commercialization strategy.

The Registrant is not obligated to sell any Ordinary Shares under the Sales Agreement. Subject to the terms and conditions of the Sales Agreement, the Sales Agent will use commercially reasonable efforts consistent with their normal trading and sales practices, applicable state and federal law, rules and regulations and the rules of the Nasdaq Capital Market to sell Ordinary Shares from time to time based upon the Registrant’s instructions, including any price, time or size limits specified by the Registrant. Upon delivery of a placement notice to the Sales Agent, and subject to the Registrant’s instructions in that notice, and the terms and conditions of the Sales Agreement generally, the Sales Agent may sell the ordinary shares by any method permitted by law deemed to be an “at the market offering” as defined by Rule 415(a)(4) promulgated under the Securities Act of 1933, as amended. The Sales Agent’s obligation to sell Ordinary Shares under the Sales Agreement is subject to satisfaction of certain conditions, and other customary closing conditions. The Registrant will pay the Sales Agent a commission equal to 3.0% of the aggregate gross proceeds from each sale of Ordinary Shares and has agreed to provide the Sales Agent with customary indemnification and contribution rights. The Registrant has also agreed to reimburse the Sales Agent for certain specified expenses. The Sales Agreement also contains customary representations and warranties.

The foregoing summary of the Sales Agreement does not purport to be complete and is qualified in its entirety by reference to the Sales Agreement, which is attached as Exhibit 99.1 to this Report of Foreign Private Issuer on Form 6-K (this “Report”) and is incorporated herein by reference.

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 is filed herewith as Exhibit 5.1.

This Report shall not constitute an offer to sell or the solicitation of an offer to buy nor shall there be any sale of the Ordinary Shares in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction. This Report shall not constitute an offer to sell or the solicitation to buy nor shall there be any sale of the Ordinary Shares in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction.

This Report 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.
5.1		Opinion of Sullivan & Worcester Tel-Aviv (Har-Even & Co.).
10.1		Sales Agreement by and between Inspira Technologies Oxy B.H.N. Ltd. and A.G.P./Alliance Global Partners, dated February 17, 2026.

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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 17, 2026	By:	/s/ Dagi Ben-Noon
		Name:	Dagi Ben-Noon
		Title:	Chief Executive Officer

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FAQ

What did Inspira Technologies (IINN) announce in this Form 6-K?

Inspira Technologies entered a sales agreement for an at-the-market offering of ordinary shares with an aggregate offering price of $2,015,985. Shares may be sold from time to time through A.G.P./Alliance Global Partners under existing Form F-3 registrations.

How much can Inspira Technologies (IINN) raise under the new sales agreement?

The agreement permits Inspira Technologies to offer and sell ordinary shares with an aggregate offering price of up to $2,015,985. Sales will occur at-the-market through A.G.P./Alliance Global Partners, depending on company instructions and market conditions.

What will Inspira Technologies (IINN) use the offering proceeds for?

Inspira expects to use any proceeds for general corporate purposes, including financing research and development, human observational studies, system engineering, regulatory approval processes, business development, marketing activities, and implementing its commercialization strategy for its technologies.

Is Inspira Technologies (IINN) required to sell shares under the sales agreement?

No, Inspira Technologies is not obligated to sell any ordinary shares under the sales agreement. The company may instruct the sales agent to sell shares from time to time, but the actual amount raised depends on future placement notices.

What fees will Inspira Technologies (IINN) pay A.G.P. for selling shares?

Inspira will pay A.G.P./Alliance Global Partners a commission equal to 3.0% of the aggregate gross proceeds from each sale of ordinary shares. The company also agreed to reimburse certain specified expenses and provide customary indemnification rights to the sales agent.

Under which registration statements will Inspira Technologies (IINN) sell these shares?

The ordinary shares will be offered under Inspira’s Form F-3 registration statement (File No. 333-289324) with a related base prospectus and a prospectus supplement dated February 17, 2026. The Form 6-K is also incorporated by reference into additional Form F-3 and Form S-8 filings.

Filing Exhibits & Attachments

3 documents

Agreements & Contracts

• EX-10.1 EXHIBIT 10.1 268.4 KB

Other Documents

• EX-5.1 EXHIBIT 5.1 11.4 KB
• EX-5 GRAPHIC 2.9 KB