UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 6-K/A
(Amendment No. 1)
REPORT OF FOREIGN PRIVATE ISSUER
PURSUANT TO RULE 13a-16 OR 15d-16
UNDER THE SECURITIES EXCHANGE ACT OF 1934
For the Month of June 2024 (Report No. 3)
Commission File Number: 001-40303
Inspira Technologies Oxy B.H.N. Ltd.
(Translation of registrant’s name into
English)
2 Ha-Tidhar St.
Ra’anana 4366504, Israel
(Address of principal executive office)
Indicate by check mark whether the registrant
files or will file annual reports under cover of Form 20-F or Form 40-F:
☒ Form 20-F ☐ Form
40-F
EXPLANATORY NOTE
This Report on Form 6-K/A,
or this Amendment, amends the Report on Form 6-K filed by Inspira Technologies Oxy B.H.N. Ltd., or the Registrant, on June 17, 2024,
or the Original 6-K, solely to include an amended and restated 5.1 opinion of Sullivan & Worcester Tel Aviv (Har-Even & Co.)
related to the Registrant’s previously announced offering of securities pursuant to its shelf registration statement on Form F-3
(File No. 333-266748).
Except as described above,
this Amendment speaks as of the original filing date of the Original 6-K and does not amend, update or restate any information set forth
in the Original 6-K or reflect any events that occurred subsequent to the original filing date of the Original 6-K.
The
Report on Form 6-K is incorporated by reference into the Registrant’s Registration Statements
on Form F-3 (Registration No. 333-266748) and Form S-8 (Registration No. 333-259057), filed with the Securities and
Exchange Commission, to be a part thereof from the date on which this report is submitted, to the extent not superseded by documents or
reports subsequently filed or furnished.
SIGNATURES
Pursuant to the requirements
of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto
duly authorized.
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Inspira Technologies Oxy B.H.N. Ltd. |
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Date: June 18, 2024 |
By: |
/s/ Dagi Ben-Noon |
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Name: |
Dagi Ben-Noon |
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Title: |
Chief Executive Officer |
2
Exhibit 5.1
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Sullivan
& Wocester Tel Aviv
28
HaArba’a St. HaArba’a Towers
North Tower, 35th Floor
Tel-Aviv,
Israel |
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+972-747580480
sullivanlaw.com |
June 18, 2024
To:
Inspira Technologies Oxy B.H.N. Ltd.
2 Ha-Tidhar St.
Ra’anana, 4366504, Israel
Re: Sale of Securities Pursuant to Registration
Statement on Form F-3
Ladies and Gentlemen:
We have acted as Israeli counsel
to Inspira Technologies Oxy B.H.N. Ltd., (the “Company”), an Israeli company, in connection with a Registration Statement
on Form F-3 (Registration No. 333-266748) (the “Registration Statement”), the prospectus included therein and the related
prospectus supplement filed or to be filed by the Company with the Securities and Exchange Commission under the Securities Act of 1933,
as amended (the “Securities Act” and “Prospectus Supplement”) , with respect to the offering of:
(i) 941,541 ordinary shares, no par value (the “Ordinary Shares” and “Shares”, respectively), and
(ii) 1,709,760 pre-funded warrants (the “Warrants”) to purchase up to 1,709,760 Ordinary Shares, pursuant to a securities
purchase agreement dated June 14, 2024, between the Company and the purchaser named therein (the “Purchase Agreement”).
We understand that the Company has engaged Newbridge Securities Corporation to act as the placement agent in connection with the offering
of the securities (the “Offering”).
In connection with this opinion,
we have examined the originals, or photocopies or copies, certified or otherwise identified to our satisfaction, of the Registration Statement,
the Prospectus Supplement and the form of Purchase Agreement, copies of the Company’s amended and restated articles of association,
resolution of the Company’s Board of Directors (the “Board”) which have heretofore been approved and relate to
the Offering, and such statutes, regulations, corporate records, documents, certificates and such other instruments that we have deemed
relevant and necessary for the basis of our opinions hereinafter expressed.
In such examination, we have
assumed: (i) the authenticity of original documents and the genuineness of all signatures; (ii) the conformity to the originals of all
documents submitted to us as copies; (iii) the truth, accuracy and completeness of the information, representations and warranties contained
in the corporate records, documents, certificates and instruments we have reviewed; (iv) the due execution and delivery of all documents
where due execution and delivery are a prerequisite to the effectiveness thereof; and (v) the legal capacity of all natural persons. As
to any facts material to such opinion, to the extent that we did not independently establish relevant facts, we have relied on certificates
of public officials and certificates of officers or other representatives of the Company.
We are members of the Israel
Bar and we express no opinion as to any matter relating to the laws of any jurisdiction other than the laws of the State of Israel and
have not, for the purpose of giving this opinion, made any investigation of the laws of any other jurisdiction than the State of Israel.
On the basis of the foregoing,
and in reliance thereon, we are of the opinion that upon payment to the Company of the consideration in such amount and form as shall
be determined by the Board or by an authorized committee thereof, the Ordinary Shares and the Ordinary Shares underlying the Warrants,
when issued and sold in the Offering as described in the Registration Statement and Prospectus Supplement, will be duly authorized, and
when delivered to and paid for in accordance with the terms of the Purchase Agreement and the Warrants, will be validly issued, fully
paid and non-assessable.
We hereby consent to the filing
of this opinion as an exhibit to the Company’s report on Form 6-K dated June 18, 2024, which is incorporated by reference into the
Registration Statement and to the use of our name wherever it appears in the Registration Statement and the Prospectus Supplement. In
giving such consent, we do not believe that we are “experts” within the meaning of such term as used in the Securities Act,
or the rules and regulations of the SEC issued thereunder with respect to any part of the Registration Statement, including this opinion
as an exhibit or otherwise.
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Very truly yours, |
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/s/ Sullivan & Worcester Tel-Aviv (Har-Even & Co.) |
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Sullivan & Worcester Tel-Aviv (Har-Even & Co.) |
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