6-K
Inspira Technologies OXY B.H.N. Ltd (IINN)
UNITEDSTATES
SECURITIESAND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM6-K
REPORT OF FOREIGN PRIVATE ISSUER
PURSUANT TO RULE 13a-16 OR 15d-16
UNDER THE SECURITIES EXCHANGE ACT OF 1934
For the Month of February 2026 (Report No. 7)
Commission File Number: 001-40303
InspiraTechnologies Oxy B.H.N. Ltd.
(Translation of registrant’s name intoEnglish)
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
CONTENTS
As previously reported on January 5, 2026 and January 13, 2026, on January 5, 2026, Inspira Technologies Oxy B.H.N. Ltd. (the “Company”) entered into a non-binding term sheet (the “Term Sheet”) and a binding senior convertible debenture (the “Debenture”) with Bio-View Ltd., an Israeli corporation traded on Tel-Aviv Stock Exchange (the “Target”, and together with the Company, the “Parties”).
On February 19, 2026, the Company and the Target entered into an amendment and addendum to the Debenture (the “Amendment”), pursuant to which: (i) the period of 45 days from the date of execution of the Debenture for the satisfaction of the certain prerequisites set forth in clauses 8(a) through 8(c) of the Debenture was extended by additional 30 days, to 75 days; and (ii) the prerequisite of a $5 million investment to be obtained by the Company set forth in clause 8(b) of the Debenture was amended and restated in such manner such that it shall be satisfied by the receipt of $5 million, following the date of the Addendum, from investors introduced to the Company by the Target pursuant to the requirements of that certain Placement Agent Agreement, dated February 5, 2026, by an between the Company and A.G.P/ Alliance Global Partners (rather than pursuant to the Stand By Equity Agreement, dated December 12, 2025, by and between the Company and YA II PN, Ltd.). Except as set forth above, all other terms of the Debentures remain unchanged and in full force and effect.
The foregoing description of the Amendment does not purport to be a complete description of the rights and obligations of the parties thereunder and is qualified in its entirety by reference to the full text of the form of such agreement, a copy of which is attached hereto as Exhibit 4.1.
On February 25, 2026, the Company issued a press release titled “Inspira Receives Nasdaq Notification Regarding Minimum Market Value Deficiency,” a copy of which is furnished as Exhibit 99.1 with this report of foreign private issuer on Form 6-K.
This Report of Foreign Private Issuer is incorporated by reference into the Company’s Registration Statements on Form F-3 (Registration Nos. 333-284308 and 333-289324) and Form S-8 (Registration Nos. 333-259057, 333-277980, 333-285565, 333-290162 and 333-292592), 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.
1
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.
| Inspira Technologies Oxy B.H.N. Ltd. | |||
|---|---|---|---|
| Date: February 25, 2026 | By: | /s/ Dagi Ben-Noon | |
| Name: | Dagi Ben-Noon | ||
| Title: | Chief Executive Officer |
2
Exhibit 4.1
AMENDMENT AND ADDENDUM TO DEBENTURE
This Amendment and Addendum to Debenture (this “Addendum”) is entered into as of February 19, 2026 (the “Addendum Effective Date”), by and between BioView Ltd. (the “Company”), and Inspira Technologies Oxy B.H.N. Ltd. (“Inspira”).
WHEREAS, the parties have entered into that certain Debenture, dated January 5^th^, 2026 (the “Debenture”);
WHEREAS, the Company and Inspira wishes to amend certain terms and conditions set forth in the Agreement by this Addendum;
NOW THEREFORE, in consideration of the mutual representations, covenants and agreements set forth herein, the parties agree as follows:
| 1. | Notwithstanding the provisions set forth in the Debenture, the<br>parties hereby agree that the period of forty-five (45) days stipulated therein for the fulfillment of the conditions set forth in clauses<br>8(a) through 8(c) shall be extended by an additional thirty (30) days. Accordingly, such conditions must be satisfied within seventy-five<br>(75) days from the original date of execution of the Debenture; otherwise, the Debenture shall automatically terminate in accordance<br>with its terms. Except as expressly set forth herein, all other terms and provisions of the Debenture shall remain in full force and<br>effect. |
|---|---|
| 2. | In addition, clause 8(b) of the Debenture shall be amended to<br>be read as follows: |
| --- | --- |
“Inspira’s receipt of an equity investment in the aggregate amount of USD 5,000,000, secured on or following the Addendum Effective Date from investors introduced by the Company in such manner meeting the requirements of that certain Placement Agent Agreement dated February 05, 2026 , by and between Inspira and AGP Alliance Global Partners.
IN WITNESS WHEREOF, the Parties have caused this Addendum to be duly executed by a duly authorized officer as of the date first above indicated.
| Inspira Technologies Oxy B.H.N. Ltd | Bio-View Ltd. | |||
|---|---|---|---|---|
| By: | /s/<br> Yafit Tehila | By: | /s/<br> Liat Bidas | |
| Name: | Yafit<br> Tahila | Name: | Liat<br> Bidas | |
| Title: | CFO | Title: | Director | |
| By: | /s/<br> Daniel Klein | |||
| Name: | Daniel<br> Klein | |||
| Title: | CEO |
Exhibit 99.1
Inspira****Receives Nasdaq Notification Regarding Minimum Market Value Deficiency
Ra’anana, Israel, February 25, 2026 – Inspira™ Technologies OXY B.H.N. Ltd. (NASDAQ: IINN, IINNW) (“Inspira Technologies” or the “Company”), a pioneer in innovative life-support and diagnostic technologies, today announced that on February 19, 2026, it received written notice (the “Notice”) from The Nasdaq Stock Market (“Nasdaq”) advising the Company that it was not in compliance with Listing Rule 5550(b)(2) requiring companies listed on the Nasdaq Capital Market to maintain a minimum market value of publicly held shares of $35,000,000 (the “MVPHS Requirement”). Listing Rule 5550(b)(2) requires companies listed on the Nasdaq Capital Market to maintain a minimum market value of publicly held shares of $35,000,000. The Notice has no effect at this time on the listing of the Company’s ordinary shares, which continues to trade on The Nasdaq Capital Market under the symbol “IINN.”
In accordance with Nasdaq Listing Rule 5810(c)(3)(C), the Company has a period of 180 calendar days, or until August 18, 2026 (the “Compliance Date”), to regain compliance with the MVPHS Requirement. To regain compliance, the Company’s minimum market value of publicly held shares must close at $35,000,000 or more for a minimum of 10 consecutive business days prior to the Compliance Date. In the event the Company does not regain compliance with the MVPHS Requirement prior to the Compliance Date, Nasdaq will notify the Company that its securities are subject to delisting, at which point the Company may appeal the delisting determination to a Nasdaq hearings panel.
The Company intends to actively monitor its minimum market value of listed securities and may, if appropriate, consider implementing available options to regain compliance with the MVPHS Requirement. There can be no assurance that the Company will be able to regain compliance with Nasdaq Listing Rule 5550(b)(2) or maintain compliance with any other listing requirements.
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 FDA-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
This press release contains express or implied forward-looking statements pursuant to U.S. federal securities laws. These forward-looking statements are based on the current expectations of the management of the Company only and are subject to a number of factors and uncertainties that could cause actual results to differ materially from those described in the forward-looking statements. For example, the Company is using forward-looking statements when it discusses its ability to regain compliance with the MVPHS Requirement, its intentions to actively monitor its minimum market value of listed securities and its plans to consider implementing available options to regain compliance with the MVPHS Requirement. These forward-looking statements and their implications are based solely on the current expectations of the Company’s management and are subject to a number of factors and uncertainties that could cause actual results to differ materially from those described in the forward-looking statements. Except as otherwise required by law, the Company undertakes no obligation to publicly release any revisions to these forward-looking statements to reflect events or circumstances after the date hereof or to reflect the occurrence of unanticipated events. More detailed information about the 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 fiscal year ended December 31, 2024, filed with the U.S. Securities and Exchange Commission (the “SEC”), which is available on the SEC’s website at www.sec.gov.
Company Contact
Inspira Technologies
Email**:** info@inspirao2.com****Phone: +972-9-9664485