Inspira announces $3.88 million registered direct offering

Inspira Technologies OXY B.H.N. Ltd. announced that it has entered into a definitive agreement for the issuance and sale of an aggregate of 3,031,250 of ordinary shares (or pre-funded warrants in lieu thereof) at a purchase price of $1.28 per share (or per pre-funded warrants in lieu thereof) in a registered direct offering. The Company has also agreed to issue in a concurrent private placement unregistered warrants to purchase up to an aggregate of 3,031,250 ordinary shares. The warrants will have an exercise price of $1.28 per share, will be immediately exercisable upon issuance, and will expire three and one-half years from the date of issuance. The offering is expected to close on or about December 28, 2023, subject to the satisfaction of customary closing conditions.

H.C. Wainwright & Co. is acting as the exclusive placement agent for the offering.

The gross proceeds to Inspira from the offering are expected to be $3.88 million, before deducting the placement agent’s fees and other offering expenses payable by the Company. Inspira currently intends to use the net proceeds from the offering for working capital and general corporate purposes.

The securities described above (excluding the unregistered warrants and the ordinary shares underlying the unregistered warrants) are being offered and sold by the Company in a registered direct offering pursuant to a “shelf” registration statement on Form F-3 (Registration No. 333-266748), including a base prospectus, previously filed with the Securities and Exchange Commission (SEC) on August 10, 2022 and declared effective by the SEC on August 18, 2022. The offering of such securities in the registered direct offering are being made only by means of a prospectus supplement that forms a part of the registration statement. A final prospectus supplement and an accompanying base prospectus relating to the registered direct offering will be filed with the SEC and will be available on the SEC’s website located at http://www.sec.gov. Electronic copies of the final prospectus supplement and accompanying base prospectus may also be obtained, when available, by contacting H.C. Wainwright & Co., LLC at 430 Park Avenue, 3rd Floor, New York, NY 10022, by phone at (212) 856-5711 or e-mail at [email protected].

The unregistered warrants described above are being offered in a private placement under Section 4(a)(2) of the Securities Act of 1933, as amended (the “Act”), and Regulation D promulgated thereunder and, along with the ordinary shares underlying such warrants, have not been registered under the Act, or applicable state securities laws. Accordingly, the warrants and the underlying ordinary shares may not be reoffered or resold in the United States except pursuant to an effective registration statement or an applicable exemption from the registration requirements of the Act and such applicable state securities laws.

This press release shall not constitute an offer to sell or a solicitation of an offer to buy these securities, nor shall there be any sale of these securities in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to the registration or qualification under the securities laws of any such state or jurisdiction.
MB Bureau