Inspira Technologies (NASDAQ: IINN) acquires Nano Dimension AME platform in $12.5M deal
Rhea-AI Filing Summary
Inspira Technologies Oxy B.H.N. Ltd. entered an Asset Purchase Agreement to acquire Nano Dimension Technologies Ltd.’s additive manufacturing electronics and Fabrica businesses, including intellectual property, equipment, inventory, customer contracts and facilities.
The total consideration is up to $12.5 million, with $2.0 million paid in cash at closing and up to $10.5 million in deferred payments over the 12 months following closing, tied to net cash proceeds generated by the acquired platform. Inspira plans to place its existing medical business into a wholly owned subsidiary, which will continue operating independently and is not being sold or discontinued as part of this transaction.
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Insights
Inspira adds a 3D electronics platform with performance-based pricing.
Inspira Technologies is acquiring Nano Dimension’s AME platform, gaining multi‑material 3D electronic printing technology, labs, manufacturing equipment, inventory and customer-related assets. This expands the business beyond respiratory devices into advanced electronics manufacturing capabilities.
The deal structure ties up to $10.5M of the $12.5M purchase price to net cash proceeds over a 12‑month period, limiting upfront cash outlay to $2.0M. This performance-based component helps align the ultimate price with the acquired platform’s near-term revenue generation.
Inspira intends to move its existing medical operations into a wholly owned subsidiary while keeping them active. Future disclosures in company filings may provide more detail on how the AME platform and the medical business are managed together under the updated strategy.
Key Figures
Key Terms
Asset Purchase Agreement financial
Deferred Consideration financial
additive manufacturing electronics technical
AME platform technical
Extracorporeal Membrane Oxygenation medical
Registration Statements on Form F-3 regulatory
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 April 2026
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
Asset Purchase Agreement and Transaction
On April 1, 2026, Inspira Technologies Oxy B.H.N. Ltd. (the “Company”) entered into an Asset Purchase Agreement (the “Agreement”) with Nano Dimension Technologies Ltd. (the “Seller”), pursuant to which the Company agreed to acquire certain assets comprising the Seller’s additive manufacturing electronics business and Fabrica business (collectively, the “Assets”). The Assets to be acquired include the Seller’s intellectual property, equipment, tooling, books and records, inventory, transferred customer contracts and leasehold rights and accounts receivable. The transaction contemplated by the Agreement closed on April 6, 2026.
The total potential consideration payable for the Assets is up to $12,500,000 and consists of: (i) a cash payment of $2,000,000, payable at the closing; and (ii) potential deferred consideration of up to $10,500,000 (the “Deferred Consideration”) is based on net cash proceeds collected during the 12-month period following the closing (the “Deferred Consideration Period”). The Deferred Consideration will consist of: (i) 50% of net cash proceeds collected as part of the Assets, up to a maximum amount of $4,000,000; and (ii) 50% of aggregate Fabrica net cash proceeds, up to a maximum amount of $6,500,000. For purposes of the Deferred Consideration, net cash proceeds is equal to the cash actually collected, net of certain expenses, tax, and commissions. Pursuant to the terms of the Agreement, the Company will be required to deliver quarterly statements within 30 days after each three-month period, with a final true-up and payment within 30 days following the conclusion of the Deferred Consideration Period. The closing is subject to customary conditions, including: (i) delivery of corporate approvals; (ii) execution of intellectual property assignment instruments; and (iii) the receipt of third party’s approvals or the transfer of research and development programs.
The foregoing description of the Agreement set forth above is qualified in its entirety by reference to the full text of the Agreement attached hereto as Exhibit 10.1 to this Report of Foreign Private Issuer on Form 6-K (this “Report”).
The Agreement and the foregoing description thereof, have been included to provide investors and shareholders with information regarding the terms of the Agreement. Any assertions in the representations and warranties contained in the Agreement are qualified by information in confidential disclosure schedules delivered by each of the Company and the Seller to the other party, respectively, in connection with the signing of the Agreement. Moreover, certain representations and warranties in the Agreement were made as of a specified date, may be subject to a contractual standard of materiality different from what might be viewed as material to shareholders, or may have been used for the purpose of allocating risk between the parties to the Agreement. Accordingly, the representations and warranties in the Agreement should not be relied on by any persons as characterizations of the actual state of facts and circumstances of the Company at the time they were made and should be considered in light of the entirety of the factual disclosure about the Company in the Company’s public reports filed with the Securities and Exchange Commission (the “SEC”). Information concerning the subject matter of the representations and warranties may change after the date of the Agreement, which subsequent information may or may not be fully reflected in the Company’s public disclosures.
A copy of the press release related to the acquisition entitled “Inspira Technologies Announces Acquisition of the AME Platform from Nano Dimension” is furnished as Exhibit 99.1 hereto and is incorporated by reference herein.
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 SEC, 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 expected purchase and closing of the Agreement and receipt of the Assets from the Seller; and the consideration payable for the acquired Assets. Because such statements deal with future events and are based on the Company’s current expectations, they are subject to various risks and uncertainties and actual results, performance or achievements of the Company could differ materially from those described in or implied by the statements in this Report. The forward-looking statements contained or implied in this Report are subject to other risks and uncertainties, including those discussed under the heading “Risk Factors” in the Company’s Annual Report on Form 20-F, filed with the SEC on March 26, 2026, and in subsequent filings with the Securities and Exchange Commission (the “SEC”). Except as otherwise required by law, the Company disclaims any intention or obligation to update or revise any forward-looking statements, which speak only as of the date they were made, whether as a result of new information, future events or circumstances or otherwise.
| Exhibit No. | ||
| 10.1 | Asset Purchase Agreement, dated April 1, 2026, by and between Inspira Technologies Oxy B.H.N. Ltd. and Nano Dimension Technologies Ltd. | |
| 99.1 | Press Release issued by Inspira Technologies Oxy B.H.N. Ltd. on April 6, 2026, titled “Inspira Technologies Announces Acquisition of the AME Platform from Nano Dimension.” |
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: April 6, 2026 | By: | /s/ Dagi Ben-Noon | |
| Name: | Dagi Ben-Noon | ||
| Title: | Chief Executive Officer | ||
2
Exhibit 99.1
Inspira Technologies Announces Acquisition of the AME Platform from Nano Dimension
The transaction includes intellectual property, customer-related assets and commercial operations, positioning the Company for the next stage of its strategy.
Further strategic update to follow shortly
RA’ANANA, Israel, April 6, 2026 — Inspira™ Technologies OXY B.H.N. Ltd. (Nasdaq: IINN) (“Inspira” or the “Company”), today announced the acquisition of Nano Dimension Ltd.’s (Nasdaq: NNDM) (“Nano Dimension”) AME platform.
The acquired platform includes intellectual property, proprietary high-precision 3D electronic printing systems, patented software, engineering know-how, manufacturing equipment, inventory, customer-related assets, and fully equipped facilities, including physics and chemistry laboratories and an ink manufacturing plant. Inspira has assumed control of the acquired assets and operations effective immediately.
The AME technology is a multi-material additive manufacturing platform capable of printing 3D electronic layers with micro-scale precision, supported by specialized engineering know-how. The platform is well-suited for next-generation, high-value electronic applications that demand complex architectures, material integration, and robust performance under highly demanding operating conditions.
The total consideration payable to Nano Dimension in connection with the transaction is up to $12.5 million, consisting of a $2.0 million upfront cash payment, and up to $10.5 million of deferred payments tied to the future performance of the platform over the next twelve months. Completion of the transaction remains subject only to the receipt of customary regulatory approvals.
Dagi Ben-Noon, Chief Executive Officer of Inspira, commented: “From my in-depth knowledge of the AME technology, this acquisition gives Inspira immediate control over a highly specialized advanced-manufacturing platform with proven infrastructure, engineering depth and production capabilities already in place. These assets can now be directed toward high-value applications that align with the next stage of the Company’s strategy.”
As previously disclosed, Inspira intends to place its existing medical business activities into a wholly owned subsidiary. Those medical operations will continue independently and are not being sold, discontinued or replaced as a part of this transaction.
The Company intends to provide an additional strategic update shortly.
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
About Nano Dimension Ltd.
Driven by strong trends in onshoring, national security, and increasing product customization, Nano Dimension Ltd. (Nasdaq: NNDM) delivers advanced Digital Manufacturing technologies to the defense, aerospace, automotive, electronics, and medical devices industries, enabling rapid deployment of high-mix, low-volume production with IP security and sustainable manufacturing practices. For more information, please visit https://www.nano-di.com/
Forward-Looking Statement Disclaimer
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 the expected closing of the transaction and the anticipated timing thereof, the potential benefits of the acquisition and the capabilities of the acquired business, the Company’s ability to integrate the acquired operations and assets, the potential purchase price of the acquired business, the Company’s intention to place its existing medical business activities into a wholly owned subsidiary and the Company’s strategy. 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, 2025, 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
Investor Relations Contact
Arx Investor Relations
North American Equities Desk
inspira@arxhq.com
Nano Dimension Contact:
Investors: Purva Sanariya
Director, Investor Relations
ir@nano-di.com
Media: Samuel Manning
Principal Manager, External Communications
press@nano-di.com