Full Press Release Details
Inspira Announces $1.8 Million Registered Direct
Offering Priced At-The-Market and Additional Equity Financing Agreement to Support Ongoing Commercial Execution
RA'ANANA, Israel, Dec. 15, 2025 -- Inspira Technologies OXY
B.H.N. Ltd. (NASDAQ: IINN, IINNW) ("Inspira," "Inspira Technologies," or the "Company"),
a pioneer in innovative life-support and diagnostic technologies, today announced that it has entered into a definitive agreement with
YA II PN, Ltd. ("YA") for a registered direct offering of its ordinary shares, and has also entered into a Standby Equity
Purchase Agreement ("SEPA") with YA providing additional equity financing flexibility.
Inspira has entered into a definitive agreement for the issuance and
sale, in a registered direct offering, of an aggregate of 1,565,217 ordinary shares at a purchase price of $1.15 per share, resulting
in gross proceeds to the Company of approximately $1.8 million.
The offering is expected to close on or about December 16, 2025, subject
to the satisfaction of customary closing conditions.
The ordinary shares are being offered and sold pursuant to a prospectus
supplement to be filed with the Securities and Exchange Commission ("SEC") in connection with a takedown from the Company's
shelf registration statement on Form F-3 (File No. 333-289324), which was declared effective by the SEC on December 12, 2025. The offering
of such securities is being made only by means of a prospectus supplement that forms a part of the registration statement.
In addition, the Company has entered into the SEPA with YA, pursuant
to which the Company has the right, but not the obligation, to sell up to $25 million of its ordinary shares over a 36-month period, at
the Company's discretion by issuing advance notices to YA following the effectiveness of a registration statement with the SEC registering
the ordinary shares issuable pursuant to the SEPA . The Company is not required to draw on the facility and there are no minimum
purchase requirements.
Transaction Highlights:
The Company expects to use the net proceeds from the registered direct
offering, and any future proceeds from the SEPA, for working capital and general corporate purposes, specifically to support the Company's
strategic roadmap and planned operations.
"This financing creates a robust financial foundation for Inspira
Technologies as we move decisively to translate our recent progress into meaningful commercial growth," said Dagi Ben-Noon, Chief
Executive Officer of Inspira Technologies. "By securing immediate capital while simultaneously establishing a flexible long-term
equity facility in the SEPA, we believe that we have strengthened our ability to advance key initiatives and support ongoing operations.
This structure allows us to pursue our broader strategic objectives and brings the next phase of our development to fruition with greater
financial flexibility."
This press release shall not constitute an offer to sell or a solicitation
of an offer to buy any of the securities described herein, 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 registration or qualification under the securities laws of any such
state or jurisdiction.
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 U.S. Food and Drug Administration-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 Statements
contains express or implied forward-looking statements under U.S. federal securities laws. These forward-looking statements are based
on the current expectations of the Company's management and are subject to various risks and uncertainties that could cause actual
results to differ materially from those described herein. For example, the Company is using forward-looking statements when it discusses Company's
ability to access additional capital as needed under the SEPA, that the financing creates a robust financial foundation for the Company,
that this structure allows the Company to pursue its broader strategic objectives and brings the next phase of our development to fruition
with greater financial confidence and the expected use of proceeds from the registered direct offering and the SEPA. Forward-looking
statements include, but are not limited to, statements regarding the closing of the registered direct offering, the anticipated use of
proceeds, and the Company's ability to raise capital under the Standby Equity Purchase Agreement. More detailed information about
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 year ended December 31, 2024, filed with the SEC on March 10, 2025, as amended. Except as required by law,
the Company undertakes no obligation to update any forward-looking statements.
Inspira Technologies
Email: info@inspirao2.com
Phone: +972-9-9664485