[424B5] Inspira Technologies Oxy B.H.N. Ltd. Warrant Prospectus Supplement (Debt Securities)

Rhea-AI Filing Summary

Inspira Technologies Oxy B.H.N. Ltd. (Nasdaq: IINN) has amended its at-the-market (ATM) equity program with A.G.P./Alliance Global Partners, raising the maximum aggregate offering size from $1.92 million to $7.12 million of ordinary shares. The shares may be issued from time to time through "at-the-market" transactions under Rule 415, with A.G.P. acting on a best-efforts basis and earning a 3.0 % cash commission on gross proceeds.

The company’s ordinary shares last traded at $0.85 on 30 June 2025. Based on the June 24 closing price of $0.88 and 24.26 million non-affiliate shares outstanding, the public float market value is approximately $21.35 million. Inspira has already sold about $1.62 million of securities over the preceding twelve-month period, leaving a remaining Form F-3 capacity of $5.50 million under General Instruction I.B.5.

Key terms

• New ATM ceiling: $7.12 million ordinary shares.
• A.G.P. deemed an underwriter; standard indemnification granted.
• No escrow arrangement; proceeds go directly to the company.
• Funds expected to support general corporate purposes; specific use not detailed here.

Investor considerations: While the program gives the company added financial flexibility to raise quick, low-cost capital, it could dilute existing shareholders by up to roughly 33 % of current float (if fully utilized at recent prices). The low absolute share price may also constrain the dollar amount that can be raised without significant dilution. Investors should weigh liquidity benefits against dilution risk outlined in “Risk Factors” of prior filings.

Positive

• Enhanced liquidity option: Increasing the ATM program to $7.12 million provides greater flexibility to raise capital quickly without a full public offering.
• Standard, low commission: A 3 % sales commission keeps issuance costs relatively low compared with traditional underwritten deals.

Negative

• Potential dilution: Full use of the ATM could expand share count by roughly one-third of current public float, pressuring EPS and existing holdings.
• Low share price: At $0.85, significant issuance is required to raise the targeted funds, potentially exerting downward pressure on the stock.

Insights

Equity Capital Markets Analyst

TL;DR: Inspira triples its ATM size, bolstering liquidity but raising dilution risk.

The expansion from $1.9 million to $7.1 million markedly enhances capital flexibility. At a $0.85 quote, the new limit equals ~8.4 million shares, or one-third of public float. With an F-3 capacity of $5.5 million remaining, the company can realistically tap the market for ~6.5 million shares before hitting the Rule I.B.5 cap. Proceeds can extend runway without a marketed follow-on, but the small cap structure means each draw has outsized per-share impact. Commission at 3 % is standard. Overall impact: modestly positive for liquidity, negative for per-share metrics.

Securities Law Specialist

TL;DR: Routine 424B5 amendment; compliant, not transformative.

The filing merely updates the ATM prospectus to reflect a higher dollar cap. No change in underwriting terms, indemnities, or registration statement mechanics. The company remains within the 33 %-of-float constraint of General Instruction I.B.5, signaling attention to regulatory limits. Investors should note that A.G.P., as an underwriter, must file prospectus supplements for each sale, ensuring ongoing disclosure. From a governance perspective, authorization is standard; no shareholder vote required. Impact on corporate governance is neutral.

Filed Pursuant to Rule 424(b)(5)

Registration No. 333-266748

AMENDMENT NO. 2 DATED JULY 1, 2025

To Prospectus Supplement dated March 14, 2025

(to Prospectus dated August 18, 2022)

Up to $7,117,720

Ordinary Shares

This Amendment No. 2, or the Amendment, amends and supplements the information in the prospectus, dated August 18, 2022, filed with the Securities and Exchange Commission as a part of our registration statement on Form F-3 (File No. 333-266748), as previously supplemented by our prospectus supplement dated March 14, 2025 and our prospectus supplement dated April 10, 2025, or, collectively, the Prior Prospectus, relating to the offer and sale of up to $1,917,052 of our ordinary shares, no par value, or Ordinary Shares, pursuant to the sales agreement, or the Sales Agreement, with A.G.P./Alliance Global Partners, or A.G.P., dated March 14, 2025. This Amendment should be read in conjunction with the Prior Prospectus, and is qualified by reference thereto, except to the extent that the information herein amends or supersedes the information contained in the Prior Prospectus. This Amendment is not complete without, and may only be delivered or utilized in connection with, the Prior Prospectus and any future amendments or supplements thereto.

We are filing this Amendment to supplement and amend, as of July 1, 2025, the Prior Prospectus to increase the maximum aggregate offering price of our Ordinary Shares that may be offered, issued and sold under the Sales Agreement from $1,917,052 to $7,117,720. Accordingly, we may offer and sell Ordinary Shares having a maximum aggregate offering price of up to $7,117,720.

Sales of our Ordinary Shares, if any, under the Prior Prospectus and this Amendment, may be made in sales deemed to be “at the market offerings” as defined in Rule 415 promulgated under the Securities Act of 1933, as amended, or the Securities Act. A.G.P. is not required to sell any specific number or dollar amount of securities but will act as a sales agent on a best efforts basis and will use commercially reasonable efforts consistent with its normal trading and sales practices, on mutually agreed terms between A.G.P. and us. There is no arrangement for funds to be received in any escrow, trust or similar arrangement.

A.G.P. will be entitled to compensation at a commission rate of 3.0% of the gross sales price per share sold pursuant to the terms of the Sales Agreement. See “Plan of Distribution” beginning on page S-12 of the Prior Prospectus for additional information regarding the compensation to be paid to A.G.P. In connection with the sale of our Ordinary Shares on our behalf, A.G.P. will be deemed to be an “underwriter” within the meaning of the Securities Act, and the compensation of the A.G.P. will be deemed to be underwriting commissions or discounts. We also have agreed to provide indemnification and contribution to A.G.P. with respect to certain liabilities, including liabilities under the Securities Act and the Securities Exchange Act of 1934, as amended.

Our Ordinary Shares are listed on The Nasdaq Capital Market, or Nasdaq, under the symbol “IINN”. On June 30, 2025, the last reported sale price of our Ordinary Shares on Nasdaq was $0.85 per Ordinary Share.

The aggregate market value of our Ordinary Shares held by non-affiliates as of July 1, 2025, pursuant to General Instruction I.B.5 of Form F-3 is $21,353,160 which was calculated based on 24,264,955 Ordinary Shares outstanding held by non-affiliates and at a price of $0.88 per Ordinary Share, the closing price of our Ordinary Shares on June 24, 2025. We have sold an aggregate of approximately $1,621,892 of securities pursuant to General Instruction I.B.5. of Form F-3 during the 12-calendar month calendar period that ends on, and includes, the date of this Amendment and, as a result, the capacity to sell securities under our Form F-3 Registration Statement pursuant to General Instruction I.B.5. is currently $5,495,828.

Investing in our Ordinary Shares involves risk. See “Risk Factors” beginning on page S-4 of the Prior Prospectus and in the documents incorporated by reference into the Prior Prospectus for a discussion of information that should be considered in connection with an investment in our Ordinary Shares.

Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or passed upon the adequacy or accuracy of the Prior Prospectus, this Amendment or the accompanying prospectus. Any representation to the contrary is a criminal offense.

A.G.P.

The date of this prospectus supplement is July 1, 2025.

FAQ

What did Inspira Technologies (IINN) announce in this Amendment No.2?

The company raised its at-the-market equity program limit from $1.92 million to $7.12 million of ordinary shares.

How much commission will A.G.P. earn on each share sale?

A.G.P. will receive a 3 % commission on gross proceeds from shares sold.

What is the remaining Form F-3 capacity under General Instruction I.B.5?

After prior sales of $1.62 million, Inspira has $5.50 million capacity left.

How might the ATM program affect current shareholders?

Issuing up to $7.12 million at recent prices could dilute existing shareholders by about one-third of the current public float.

Where are Inspira Technologies’ ordinary shares listed?

The shares trade on Nasdaq Capital Market under the symbol IINN.

Was any specific use of proceeds disclosed?

The amendment does not specify; funds are generally for corporate purposes as outlined in prior prospectus sections.