Full Press Release Details
TECHNOLOGIES OXY B.H.N. Ltd.
NOTICE OF ANNUAL GENERAL MEETING OF SHAREHOLDERS
Notice is hereby given that an Annual General
Meeting of Shareholders (the "Meeting") of Inspira Technologies Oxy B.H.N. Ltd. ("Inspira Technologies"
or the "Company") will be held on December 27, 2023, at 4:00p.m. Israel time at the Company's office, located
at 2 Ha-Tidhar Street, Ra'anana 4366504, Israel.
The agenda of the Meeting includes proposals:
Board Recommendation
The Board of Directors unanimously recommends
that you vote in favor of the proposed resolutions, which are described in the attached proxy statement (the "Proxy Statement").
Shareholders of record at the close of business
on November 29, 2023 (the "Record Date"), are entitled to notice of and to vote at the Meeting, either in person or
by appointing a proxy to vote in their stead at the Meeting (as detailed below).
Required Vote and Voting Procedures
Pursuant to the Israeli Companies Law, 5759-1999
(the "Companies Law"), Proposal 1 and Proposal 2, described hereinafter, require the affirmative vote of shareholders
present at the Meeting, in person or by proxy, and holding ordinary shares, no par value (the "Ordinary Shares"), of
the Company amounting in the aggregate to at least a majority of the votes cast by shareholders with respect to such proposal ("Simple
A form of proxy for use at the Meeting is attached
to the Proxy Statement, together with a return envelope, will be sent to holders of the Company's Ordinary Shares. By appointing
"proxies," shareholders may vote at the Meeting regardless of whether they attend. If a properly executed proxy in the attached
form is received by the Company at least four (4) hours prior to the Meeting, all of the Ordinary Shares represented by the proxy shall
be voted as indicated on the form. Subject to applicable law and the rules of the Nasdaq Stock Market, in the absence of instructions,
the Ordinary Shares represented by properly executed and received proxies will be voted "FOR" all of the proposed resolutions
to be presented at the Meeting for which the Board of Directors recommends a "FOR".
Shareholders may revoke their proxies or voting
instruction form (as applicable) in accordance with Section 9 of the Companies Law regulations (proxy and position statements), by filing
with the Company a written notice of revocation or duly executed proxy or voting instruction form (as applicable) bearing a later date
If your shares are registered directly in your
name with our transfer agent, American Stock Transfer & Trust Company, LLC ("AST"), you are considered, with respect
to those shares, the shareholder of record. In such case, these proxy materials are being sent directly to you. As the shareholder of
record, you have the right to use the proxy card included with this Proxy Statement to grant your voting proxy directly to Yafit Tehila,
the Chief Financial Officer of the Company (yafit@inspirao2.com), and Joe Hayon, the President and a director of the Company (joe@inspirao2.com),
or to vote in person at the Meeting.
If your shares are held through a bank, broker
or other nominee, they are considered to be held in "street name" and you are the beneficial owner with respect to those shares.
A beneficial owner as of the Record Date has the right to direct the bank, broker or nominee how to vote shares held by such beneficial
owner at the Meeting and must also provide the Company with a copy of their identity card, passport or certification of incorporation,
as the case may be. If your shares are held in "street name," as of the Record Date, these proxy materials are to be forwarded
to you by your bank, broker or nominee who is considered, with respect to those shares, as the shareholder of record, together with a
voting instruction card for you to use in directing the bank, broker or nominee how to vote your shares. You also may attend the Meeting.
Since a beneficial owner is not a shareholder of record, you may not vote those shares directly at the Meeting unless you obtain a "legal
proxy" from the bank, broker or other nominee that holds your shares directly, giving you the right to vote the shares at the Meeting.
Absent specific instructions from the beneficial owner of the shares, brokers are not allowed to exercise their voting discretion, among
other things, with respect to the election of directors or any matter that relates to executive compensation; and therefore, a "broker
non-vote" occurs with respect to such uninstructed shares. Therefore, it is important for a shareholder that holds ordinary shares
through a bank or broker to instruct its bank or broker how to vote its shares if the shareholder wants its shares count for all proposals.
| Sincerely, | |
| Benad Goldwasser | |
| Chairman of the Board of Directors | |
| November 22, 2023 |
INSPIRA TECHNOLOGIES OXY B.H.N. LTD.
ANNUAL GENERAL MEETING OF SHAREHOLDERS
TO BE HELD ON DECEMBER 27, 2023
The enclosed proxy statement (the "Proxy
Statement") is being solicited by the board of directors (the "Board of Directors") of Inspira Technologies
Oxy B.H.N. Ltd. (the "Company") for use at the Company's annual general meeting of shareholders (the "Meeting")
to be held on December 27, 2023, at 4:00 p.m. Israel time, or at any adjournment or postponement thereof.
Upon the receipt of a properly executed proxy
in the form enclosed, the persons named as proxies therein shall vote the ordinary shares, no par value, of the Company (the "Ordinary
Shares") covered thereby in accordance with the directions of the shareholders executing the proxy. In the absence of such directions,
and except as otherwise mentioned in this Proxy Statement, the Ordinary Shares represented thereby shall be voted in favor of each of
the proposals described in this Proxy Statement.
Two or more shareholders present, personally or
by proxy, holding in the aggregate not less than twenty-five percent (25%) of the Company's outstanding Ordinary Shares, shall constitute
a quorum for the Meeting. If within half an hour from the time the Meeting is convened a quorum is not present, the Meeting shall stand
adjourned until December 27, 2023, at 6:00 p.m. Israel time (the "Adjourned meeting"). At the Adjourned meeting, any
number of shareholders present personally or by proxy shall be deemed a quorum and shall be entitled to deliberate and to resolve in respect
of the matters for which the Meeting was convened. Abstentions and broker non-votes are counted as Ordinary Shares present for the purpose
of determining a quorum.
Pursuant to the Israeli Companies Law, 5759-1999
(the "Companies Law"), each of Proposals 1 and Proposal 2 described hereinafter, requires the affirmative vote of shareholders
present at the Meeting, in person or by proxy, and holding Ordinary Shares of the Company amounting in the aggregate to at least a majority
of the votes actually cast by shareholders with respect to either Proposal 1 or Proposal 2 (a "Simple Majority").
In accordance with the Companies Law, and regulations
promulgated thereunder, any shareholder of the Company holding at least 1% of the outstanding voting rights of the Company for the Meeting
may submit to the Company a proposed additional agenda item for the Meeting to Ms. Yafit Tehila, via e-mail (yafit@inspirao2.com) no later
than November 29, 2023.
Shareholders wishing to express their position
on an agenda item for this Meeting may do so by submitting a written statement (a "Position Statement") to the Company's
offices at 2 H-Tidhar Street, Ra'anana 4366504, Israel. Any Position Statement received shall be furnished with the U.S. Securities
and Exchange Commission ("SEC") on a Report on Form 6-K and be made available to the public on the SEC's website
at www.sec.gov. Position Statements should be submitted to the Company no later than December 18, 2023. A shareholder is entitled to contact
the Company directly and receive the text of the proxy card and any Position Statement. The Board of Directors' response to the
Position Statement shall be submitted no later than December 22, 2023.
One shareholder holding Ordinary Shares representing
five percent (5%) or more of the Company's share capital and voting rights (12,525,616 shares) is entitled to examine the proxy
and voting materials, according to applicable law.
It is noted that there may be changes on the agenda
after publishing the Proxy Statement, including Position Statements. Therefore, the most updated agenda shall be furnished with the SEC
on a Report on Form 6-K and shall be made available to the public on the SEC's website at www.sec.gov.
TO RE-APPOINT ZIV HAFT, CERTIFIED PUBLIC ACCOUNTANTS
(ISRAEL), A MEMBER OF BDO GLOBAL, AS THE COMPANY'S INDEPENDENT AUDITOR OF THE COMPANY AND TO AUTHORIZE THE COMPANY'S BOARD
OF DIRECTORS TO DETERMINE THE COMPENSATION OF ZIV HAFT UNTIL THE NEXT ANNUAL GENERAL MEETING
Under the Companies Law,
the appointment of independent public accountants requires the approval of the shareholders of the Company.
The Board of Directors
has authorized and approved the re-appointment of the accounting firm of Ziv Haft, Certified Public Accountants (Israel), a member of
BDO Global ("Ziv Haft"), as the Company's independent auditor until the next annual general meeting, after examining,
among other things, its expertise, experience in the industry in which the Company operates, the length of time they have served as an
auditor of the Company and its independence as an auditor.
of Directors determined, pursuant to the recommendation of the Company's audit committee (the "Audit Committee"),
that the compensation of Ziv Haft is reasonable, after examining, among other things, the scope of its work and the complexity and scope