Full Press Release Details
TECHNOLOGIES OXY B.H.N. Ltd.
NOTICE OF EXTRAORDINARY GENERAL MEETING OF SHAREHOLDERS
Notice is hereby given that an Extraordinary General
Meeting of Shareholders (the "Meeting") of Inspira Technologies Oxy B.H.N. Ltd. ("Inspira Technologies"
or the "Company") will be held on May 6, 2026, at 12:00 p.m. Israel time at the Company's office, located at
2 Ha-Tidhar Street, Ra'anana 4366504, Israel.
The Meeting is being called for the following
Board of Directors Recommendation
The Board of Directors unanimously recommends
that you vote in favor of Proposal 1, which is described in the attached proxy statement (the "Proxy Statement").
Shareholders of record at the close of business
on April 21, 2026 (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, described hereinafter, requires 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 at the Meeting 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 in person. 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
Shareholders of Record
If your shares are registered directly in your
name with our transfer agent, Equinity Trust Company LLC, 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), 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..
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 the proposal.
| Sincerely, | |
| /s/ Tal Parnes | |
| Chairman of the Board of Directors | |
| April 16, 2026 |
INSPIRA TECHNOLOGIES OXY B.H.N. LTD.
EXTRAORDINARY GENERAL MEETING OF SHAREHOLDERS
TO BE HELD ON MAY 6, 2026
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 extraordinary general meeting of shareholders (the "Meeting")
to be held on MAY 6, 2026, at 12:00 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 the proposal
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 May 6, 2026, at 13:30 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"), Proposal 1 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 at the Meeting with respect to Proposal 1 (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 (and in case of a proposed additional agenda item for nominating
or removal of a director, at least five percent (5%) to Ms. Yafit Tehila, via e-mail (yafit@inspirao2.com) no later than April 23, 2026.
All such submissions must comply with the requirements under the Companies Law, the regulations promulgated thereunder, and the Company's
amended and restated articles of association (the "Articles").
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 April 27, 2026. 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 May 1, 2026.
It is noted that there may be changes to 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 CHANGE THE COMPANY NAME AND TO AMEND THE
COMPANY'S ARTICLESACCORDINGLY
In accordance with the provisions of the Companies
Law, changing the name of a company requires an amendment to the Company's Articles, and therefore, is subject to the approval of
the Company's shareholders.
Therefore, it is proposed to approve the change
of the Company's name to the following name: "QTREX Ltd.", or any other similar name as determined by the Company's
management and approved by the Israeli Registrar of Companies, and to approve an amendment to the Company's Articles accordingly.
The change of the Company's name will become
effective only following the approval and authorization of the Israeli Registrar of Companies and receipt of a Name Change Certificate.
The Board of Directors believes that changing
the Company's name aligns the Company's corporate identity with its strategic focus on quantum computing connectivity solutions,
as was announced in the Company's press release, filed as Exhibit 99.1 to the Company's Report of Foreign Private Issuer on
Form 6-K, filed with the SEC on April 6, 2026, and therefore is in the best interests of the Company.
The shareholders of the