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 January 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 January 8, 2026, Inspira Technologies Oxy B.H.N.
Ltd. (the “Company”) issued a press release titled “Inspira Outlines Strategic Vision and Transaction Framework for
Breast Cancer Liquid Biopsy Expansion,” a copy of which is furnished as Exhibit 99.1 with this report of foreign private issuer
on Form 6-K.
The first and the third paragraphs and the
sections titled “About the Liquid Biopsy Technology,” “Current Inspira Operations,” “Transaction
Structure & Value Preservation” and “Forward-Looking Statement Disclaimer” of the press release attached
hereto as Exhibit 99.1, are 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
and 333-290162),
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extent not superseded by documents or reports subsequently filed or furnished.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. |
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| 99.1 |
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Press Release issued by Inspira Technologies Oxy B.H.N. Ltd. on January 8, 2026, titled “Inspira Outlines Strategic Vision and Transaction Framework for Breast Cancer Liquid Biopsy Expansion.” |
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: January 8, 2026 |
By: |
/s/ Dagi Ben-Noon |
| |
|
Name: |
Dagi Ben-Noon |
| |
|
Title: |
Chief Executive Officer |
Exhibit 99.1
Inspira Outlines Strategic Vision and Transaction
Framework for Breast Cancer Liquid Biopsy Expansion
Company details contemplated transaction structure
designed to preserve shareholder value and enable future dividend distributions from core technologies
RA’ANANA, Israel, January 8, 2026 (GLOBE NEWSWIRE) -- Inspira™
Technologies OXY B.H.N. Ltd. (NASDAQ: IINN) (“Inspira,” “Inspira Technologies,” or the “Company”), a pioneer
in innovative life-support and diagnostic technologies, today outlines its strategic vision and proposed transaction framework for
its planned expansion into liquid biopsy diagnostics, outlining a structured approach designed to preserve shareholder value while enabling
future dividend distributions the Company’s core respiratory and life-support technologies. This framework underpins a proposed
acquisition of an advanced liquid biopsy platform alongside a concurrent equity investment (the “Equity Investment”), positioning
Inspira to pursue long-term growth while protecting and monetizing the value of its existing business.
Tal Parnes, Chairman of the Board of Inspira Technologies, stated:
“The contemplated acquisition of this liquid biopsy platform represents a significant value inflection point for Inspira, adding
a high-impact diagnostics capability with substantial long-term potential. The Board and management have deliberately structured this
transaction to pursue this growth opportunity while optimally allocating value between the new platform and Inspira’s core respiratory
business through a CVR framework. We view this as disciplined, strategic value creation designed to maximize upside across both platforms.”
The proposed acquisition represents a natural and execution-ready expansion
of Inspira’s core competencies in blood-based diagnostics and real-time monitoring. Inspira has built significant proprietary know-how
in blood analysis through the development of its HYLA™ blood sensor platform, which utilizes advanced optical sensing and AI-powered
algorithms and achieved between 95% to 99% accuracy across measured parameters in clinical testing. The Company proactively established
a dedicated blood diagnostics laboratory as foundational infrastructure to support expansion into adjacent diagnostic applications, including
oncology. The Company’s infrastructure, combined with Inspira’s proven track record in navigating the U.S. Food and Drug Administration
(FDA) regulatory pathways, exemplified by the 510(k) clearance of the ART100 system, positions the Company to efficiently accelerate the
regulatory and commercial advancement of the liquid biopsy technology.
About the Liquid Biopsy Technology
The liquid biopsy platform targeted in the proposed acquisition is
designed to analyze intact circulating tumor cells (CTCs) from a blood sample, rather than relying solely on fragmented genetic material.
By examining whole tumor cells, the platform is intended to provide a more direct view of tumor characteristics as they change over time.
This capability represents a significant potential improvement in the current diagnostic landscape, with major commercial implications.
The platform’s initial focus is breast cancer, where shifts in
biomarkers such as HER2 (Human Epidermal Growth Factor Receptor 2) status can materially affect treatment options. Because tumors can
evolve and repeat tissue biopsies are invasive and often impractical, these changes may go undetected in routine care. The platform is
designed to enable repeat, minimally invasive blood-based testing that may help identify patients whose tumors change during treatment,
potentially expanding access to targeted therapies.
The technology is designed for routine clinical use and has demonstrated
a high degree of concordance with traditional tissue biopsy in preliminary clinical validation work. While breast cancer is the initial
application, the platform is intended to be adaptable across additional solid tumor indications and potential companion diagnostic applications.
While breast cancer represents the initial clinical entry point, the
platform is inherently extensible across additional solid tumor indications, treatment-response monitoring, minimal residual disease detection,
and companion diagnostic partnerships with pharmaceutical companies.
Current Inspira Operations
The Company is executing this transaction as a strategic expansion
that builds on its unique capabilities in blood-based diagnostics, respiratory care, and medical device execution, while its core respiratory
care and life-support business advances with full momentum. Inspira’s FDA-cleared INSPIRA™ ART100 system remains deployed
at leading U.S. hospitals, and the Company continues to drive a growing commercial pipeline, including the previously announced purchase
orders expected to generate revenue during 2026.
As part of the concurrent Equity Investment, up to $12 million of the
proposed $15 million is expected to be allocated specifically to support growing and commercially expanding ongoing operations and further
development of the Company’s existing respiratory and blood-monitoring platforms. This funding is intended to accelerate the next
phase of commercialization, strengthen execution across current programs, and maximize the long-term value of Inspira’s established
technologies for shareholders.
Transaction Structure & Value Preservation
The proposed transaction is deliberately structured to enable significant
strategic expansion while preserving and optimizing value for existing shareholders.
| ● | Shareholder Value Allocation (CVR Framework): To ensure that the value of
Inspira’s existing respiratory and life-support business would accrue to current shareholders, it is expected that shareholders
of record prior to closing would receive CVRs. The CVRs are designed to exclusively allocate to existing shareholders any future value
generated by the Company’s current respiratory and life-support technologies, including: (i) dividends derived from any profits
if revenues grow and profitability is achieved; and (ii) net proceeds from any future strategic transaction or sale of these technologies,
subject to applicable legal and board approvals. |
| ● | Acquisition Structure: Inspira would acquire the liquid biopsy business in
exchange for up to 40% of its issued and outstanding share capital on a fully diluted basis. This structure enables Inspira to integrate
a high-impact diagnostics platform while securing the economic upside of its existing business for current shareholders through the CVR
framework. |
| ● | Concurrent Strategic Investment: As part of the transaction, Inspira would
receive a $15 million equity investment at a pre-money valuation of $180 million from a third party or other amount agreed between the
parties, to support both the integration of the liquid biopsy platform and the continued advancement of Inspira’s existing operations. |
| ● | Closing and Timing: The acquisition and equity investment are intended to
close concurrently, subject to customary conditions, including shareholder and regulatory approvals. The parties are working toward execution
of definitive agreements within approximately four weeks of the January 5, 2026, term sheet signing. |
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 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 structure
and closing of the proposed acquisition, including the conditions precedent, the potential execution, and timing of execution, of the
definitive agreements, the potential for the closing of the equity financing and its expected use of proceeds, the Company’s ability
to integrate the liquid biopsy platform, the potential benefits and advantages of strategic acquisition and establishment of a dual-platform
medical technology business, the platform’s clinical relevance and its potential utility in companion diagnostic and therapy-alignment
applications, the ability of the Company to efficiently accelerate the regulatory and commercial advancement of the liquid biopsy technology,
the expected use of proceeds from the equity investment, the shareholder protection framework and the expected issuance of contingent
value rights and the Company’s future operations and strategic positioning following completion of the transaction. 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,
the platform’s ability to be extensible across additional solid tumor indications, treatment-response monitoring, minimal residual
disease detection, and companion diagnostic partnerships with pharmaceutical companies, the ability of Inspira to integrate a high-impact
diagnostics platform while securing the economic upside of its existing business for current shareholders through the CVR framework, the
ability of the $15 million equity to support both the integration of the liquid biopsy platform and the continued advancement of Inspira’s
existing operations. 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
