6-K
QTREX Quantum Ltd. (QTEX)
UNITED STATES
SECURITIES ANDEXCHANGE COMMISSION
Washington, D.C. 20549
FORM 6-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 March 2026 (Report No. 2)
Commission File Number: 001-40303
Inspira Technologies 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
Earnings Release
Attached hereto and incorporated herein is Inspira Technologies Oxy B.H.N. Ltd.’s (the “Company”) press release issued on March 26, 2026, titled “Inspira Technologies Reports Full Year 2025 Financial Results and Provides Business Updates.” A copy of the press release is furnished herewith as Exhibit 99.1.
Bio-View Ltd. Transaction Update
As previously reported on January 5, 2026 and January 13, 2026, on January 5, 2026, the Company entered into a non-binding term sheet (the “Term Sheet”) and a binding senior convertible debenture, as amended (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 March 26, 2026, the Company, following further evaluation, determined not to proceed with and accordingly terminated its previously disclosed engagement with Bio-View Ltd. relating to the proposed acquisition of its liquid biopsy business. The Company is currently evaluating strategic alternatives, including opportunities that it believes may offer a more compelling near-term path to shareholder value, and will provide updates as appropriate.
Shareholders’ Equity
Since the fiscal year ended December 31, 2025, the Company conducted a sale of securities for approximately $4.25 million in net proceeds and amended certain warrants that caused them to be reclassified as equity. As a result, the Company believes that, as of the date of this report, it satisfies the shareholders’ equity requirement of at least $2.5 million pursuant to Nasdaq Listing Rule 5550(b)(1) for continued listing on the Nasdaq Capital Market.
This report and the first paragraph, the bullet points under the sections titled “Recent Business and Operational Highlights,” the section titled “Full Year 2025 Financial Highlights” and “Forward-Looking Statement Disclaimer” and the financial statements in the press release are 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.
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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: March 26, 2026 | By: | /s/ Dagi Ben-Noon | |
| Name: | Dagi Ben-Noon | ||
| Title: | Chief Executive Officer |
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Exhibit 99.1
Inspira Technologies Reports Full Year 2025Financial Results and Provides Business Updates
Company Demonstrates Clinical Validation andEarly Commercial Traction Toward 2026 Revenue Scale
RA’ANANA, Israel, March 26, 2026 -- Inspira™ Technologies OXY B.H.N. Ltd. (Nasdaq: IINN) (“Inspira” or the “Company”), a pioneer in innovative life-support and diagnostic technologies, today announced its financial results for the full year ended December 31, 2025, and provided a corporate update.
Dagi Ben-Noon, Chief Executive Officer of Inspira**,** commented: “2025 marked a pivotal year for Inspira as we advanced from clinical validation into early commercial execution. Throughout 2025 and since year-end, we saw meaningful progress across multiple commercialization pathways for the INSPIRA™ ART100 system, including active clinical use at leading medical centers, advancement of a submitted quotation into a capital intake process at a leading U.S. academic medical center, and continued expansion of our commercial footprint. In parallel, we are engaged in ongoing discussions with multiple medical device companies regarding broader strategic collaboration frameworks and other potential value-creating opportunities to support the Company’s long-term commercial expansion. We also strengthened the broader foundation of the Company through continued development of HYLA™ and further expansion of our intellectual property portfolio. As we move through 2026, our focus remains on execution - advancing procurement processes, expanding clinical and commercial deployment, and converting our growing opportunity base into revenue.”
Recent Business and Operational Highlights
| ● | Clinical Validation and Expansion in LeadingMedical Centers: In April 2025, Inspira successfully treated its first patient using the ART100 system at Westchester Medical Center,<br>marking a critical milestone in validating the system’s real-world clinical performance. Subsequent to year-end, the ART100 was<br>deployed at additional leading medical centers in the U.S. and has already been used in multiple clinical procedures, including lung transplant<br>cases, further expanding the Company’s clinical footprint and demonstrating its applicability in complex, high-acuity hospital environments. |
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Subsequent to year-end, the Company received vendor approval enabling the ART100 to enter formal procurement pathways across a major healthcare network, where the system has since been used in lung transplant procedures at a leading medical center. In parallel, following completion of the clinical evaluation phase at a leading U.S. academic medical center, the institution advanced the submitted quotation into its capital intake process, reflecting continued progression toward formal procurement.
To support this expansion, the Company appointed U.S.-based Mike Hershkovitz, a former Johnson & Johnson senior business manager with nearly two decades of experience across U.S. and international healthcare markets, as Vice President of Global Sales. The Company is also engaged in active commercial discussions with multiple hospital systems and commercialization organizations across evaluation, deployment and procurement pathways, and expects additional deployments and procurement conversions as these processes advance.
| ● | Commercial Traction, Procurement Progressionand Scaling Infrastructure: During 2025, Inspira initiated its first commercial deployments of the ART100 system, generating initial<br>revenues and establishing early user experience in hospital environments. Building on this foundation, the Company secured binding purchase<br>orders totaling $49.5 million during mid-2025, representing its first large-scale commercial commitments, with revenue expected to be<br>primarily recognized during 2026 as these orders progress through governmental procurement and budgetary validation processes. |
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| ● | Advancement of HYLA™ Blood Sensor andPlatform Development: Inspira continued to advance its HYLA™ blood sensor platform during 2025 and subsequent to year-end. The<br>Company previously reported 97.35% accuracy in clinical evaluations and has since progressed HYLA into a next-generation standalone configuration<br>with additional parameters. This configuration is designed to enable HYLA to operate independently of the Company’s respiratory<br>support devices and may support a broader commercial pathway upon regulatory clearance. In parallel, the Company strengthened its long-term<br>platform positioning through continued expansion of its intellectual property portfolio, including U.S. patent approval for the INSPIRA™<br>ART500 core technology, extending protection through at least 2043. |
| --- | --- |
| ● | Strategic Evaluation and Portfolio Optimization:<br>In January 2026, the Company announced that it had entered into a non-binding term sheet with Bio-View Ltd. outlining the principal terms<br>of a proposed acquisition of an advanced liquid biopsy diagnostics business. Following further evaluation, the Company determined not<br>to proceed with the proposed transaction and terminated its previously disclosed term sheet. The Company is currently evaluating strategic<br>alternatives, including opportunities that it believes may offer a more compelling path to generating significant shareholder value, and<br>will provide updates as appropriate. |
| --- | --- |
Financial Results for the Year Ended December31, 2025
Revenues: For the twelve months ended December 31, 2025, the Company recognized approximately $289,000 in revenues resulting from initial deployments of the INSPIRA™ ART100 system.
Research and development expenses for the twelve months ended December 31, 2025, were $7,496,000, compared to $6,323,000 for the twelve months ended December 31, 2024. The increase was primarily attributable to higher share-based compensation expenses and the impact of exchange rate fluctuations on salary-related costs.
General and administrative expenses increased to $5,532,000 for the twelve months ended December 31, 2025, from $4,185,000 for the twelve months ended December 31, 2024. This increase was driven primarily by higher salary expenses and share-based compensation, including accelerated vesting of stock options in connection with the departure of the Company’s former President.
Sales and marketing expenses decreased to $588,000 for the twelve months ended December 31, 2025, compared to $754,000 for the twelve months ended December 31, 2024, primarily due to lower payroll expenses that were shifted to general and administration expenses.
Total operating expenses for the twelve months ended December 31, 2025, were $13,623,000, compared to $11,267,000 for the twelve months ended December 31, 2024.
Net loss was $13,220,000 for the twelve months ended December 31, 2025, compared to $11,053,000 for the twelve months ended December 31, 2024.
Cash and cash equivalents and deposits totaled $3,159,000 as of December 31, 2025, compared to $5,779,000 as of December 31, 2024. Subsequent to year-end, the Company completed a registered direct offering generating gross proceeds of approximately $4.75 million, strengthening its liquidity position and supporting continued commercial execution, ongoing operations and strategic initiatives in 2026.
As a result, the Company believes that due to the net proceeds from the offering and from certain amendments to existing warrants that are now classified as equity, it currently satisfies the minimum stockholder’s equity requirement of $2.5 million under Nasdaq Listing Rule 5550(b)(1) for continued listing on the Nasdaq Capital Market.
Financial liabilities at fair value totaled $1,082,000 as of December 31, 2025, compared to $1,575,000 as of December 31, 2024, representing the fair value of the Company’s equity-linked liabilities.
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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 Statement Disclaimer
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 the potential benefits of its products, its 2026 focus of advancing procurement processes, expanding clinical and commercial deployment, and converting its growing opportunity base into revenue, the use of the ART100 in multiple leading medical centers in the U.S. reflects the ART100’s applicability in complex, high-acuity hospital environments, that it is engaged in active commercial discussions with multiple hospital systems and commercialization organizations across evaluation, deployment and procurement pathways, and expects additional deployments and procurement conversions as these processes advance, that it is currently evaluating strategic alternatives, including opportunities that it believes may offer a more compelling near-term path to shareholder value, and the timing of such updates, that the funds raised subsequent to year end is intended to support continued commercial execution, ongoing operations and strategic initiatives in 2026 and its belief that it is in compliance with Nasdaq’s shareholders’ equity requirement for continued listing on Nasdaq. 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, 2025, 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
Investor Relations Contact
Arx Investor Relations
North American Equities Desk
inspira@arxhq.com
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STATEMENTS OF BALANCE SHEETS
(US dollars in thousands)
| **** | December 31, | December 31, | ||||
|---|---|---|---|---|---|---|
| **** | 2025 | 2024 | ||||
| ASSETS | ||||||
| Current Assets: | ||||||
| Cash and cash equivalents | 3,159 | 5,111 | ||||
| Deposits | - | 668 | ||||
| Other current assets | 517 | 587 | ||||
| Inventory | 735 | 444 | ||||
| Total current assets | 4,411 | 6,810 | ||||
| Non-Current Assets: | ||||||
| Right of use assets, net | 478 | 761 | ||||
| Property, plant and equipment, net | 452 | 499 | ||||
| Total non-current assets | 930 | 1,260 | ||||
| Total Assets | 5,341 | 8,070 | ||||
| **** | December 31, | **** | December 31, | **** | ||
| --- | --- | --- | --- | --- | --- | --- |
| **** | 2025 | **** | 2024 | **** | ||
| LIABILITIES AND SHAREHOLDERS’ EQUITY | ||||||
| Current Liabilities: | ||||||
| Trade accounts payables | 107 | 154 | ||||
| Other accounts payable | 1,349 | 1,364 | ||||
| Lease liabilities | 286 | 277 | ||||
| Financial Liabilities at Fair Value | 1,082 | 1,575 | ||||
| Total current liabilities | 2,824 | 3,370 | ||||
| Non-Current Liabilities: | ||||||
| Lease liabilities | 194 | 378 | ||||
| Total non- current liabilities | 194 | 378 | ||||
| Shareholders’ Equity: | ||||||
| Share capital and additional paid in capital | 82,117 | 70,896 | ||||
| Accumulated deficit | (79,794 | ) | (66,574 | ) | ||
| Total Shareholder’s Equity | 2,323 | 4,322 | ||||
| Total Liabilities and Shareholders’ Equity | 5,341 | 8,070 |
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STATEMENTS OF COMPREHENSIVELOSS
(US dollars in thousands)
| **** | Year ended December 31, 2025 | **** | Year ended December 31, 2024 | **** | ||
|---|---|---|---|---|---|---|
| Revenues | 289 | - | ||||
| Cost of revenues | 287 | - | ||||
| Gross Profit | 2 | - | ||||
| Research and development expenses | 7,496 | 6,323 | ||||
| General and administrative expenses | 5,532 | 4,185 | ||||
| Sales and marketing expenses | 588 | 754 | ||||
| Other expenses | 9 | 5 | ||||
| Operating loss | 13,623 | 11,267 | ||||
| Interest Income from deposits | (64 | ) | (172 | ) | ||
| Finance expenses(income), net | (339 | ) | (42 | ) | ||
| Loss before tax | 13,220 | 11,053 | ||||
| Taxes on income | - | - | ||||
| Total comprehensive loss for the period | 13,220 | 11,053 |
For More Financial Information:
For a comprehensive understanding of the Company’s financial reports and related management’s discussion and analysis for applicable periods, please review the company’s annual report on Form 20-F for the fiscal year ended December 31, 2025, available on the company’s EDGAR profile at https://www.sec.gov/edgar
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