Inspira Technologies' $3.2M Private Placement Report - December 2024

Here's a summary of the key information extracted from the financial report (Form 6-K) of Inspira Technologies Oxy B.H.N. Ltd. dated December 27, 2024:

Company Overview:

• Entity Name: Inspira Technologies Oxy B.H.N. Ltd.
• Location: 2 Ha-Tidhar St., Ra’anana 4366504, Israel.
• SEC File Number: 001-40303.

Private Placement Offering:

• Date of Agreement: December 27, 2024.
• Total Shares Offered:
• 3,950,343 ordinary shares at $0.70 each.
• Pre-funded warrants to purchase up to 658,372 ordinary shares, also at a price of $0.70 per warrant minus $0.001.
• Warrants Offered:
• Ordinary Warrants to purchase an aggregate of 4,608,715 ordinary shares at an exercise price of $1.10 per share. These warrants are exercisable immediately and expire in 18 months.
• Each Pre-Funded Warrant is immediately exercisable at $0.001 per share.

Financial Impact:

• Gross Proceeds Expected: Approximately $3.2 million from the offering.
• Use of Proceeds: For working capital and general corporate purposes.
• Closing Date: Expected on or about December 30, 2024, subject to customary closing conditions.

Additional Agreements:

• Registration Statement: The company is required to file a registration statement for the Ordinary Shares and Warrant Shares within 20 days after the closing of the offering.
• Placement Agency Agreement:
• Placement agent: Dawson James Securities, Inc.
• Fee structure includes an 8.0% cash placement fee from certain investors and a 4.0% fee from others, with specific conditions related to warrant exercises.
  

Restrictions:

• The company agreed not to issue additional ordinary shares or equivalents for 10 days post-filing of the registration statement, with certain exceptions.
• For 6 months post-filing, the company cannot enter into "variable rate transactions" as defined in the Securities Purchase Agreement.

Securities Regulation:

• The offering is conducted under exemptions from registration requirements (Section 4(a)(2) of the Securities Act of 1933 and Rule 506(b) of Regulation D).
• The securities have not been registered under the Securities Act and cannot be sold in the U.S. unless registered or exempt.

Attachments:

• The report includes references to several exhibits related to the Securities Purchase Agreement, warrants, and the placement agency agreement, which provide further details on the terms of the offering.

Signatory:

• CEO: Dagi Ben-Noon
• Date Signed: December 27, 2024.

This summary encapsulates the major elements of the private placement and associated agreements, highlighting the company's financial strategy and compliance obligations.