6-K
QTREX Quantum Ltd. (QTEX)
UNITED STATES
SECURITIES AND EXCHANGE 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: August 2021 (Report No. 2)
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
Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1): ☐
Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7): ☐
CONTENTS
On August 13, 2021, Inspira Technologies Oxy B.H.N. Ltd., or the registrant, issued a press release titled “Inspira Technologies Announces First Half 2021 Financial Results and Provides Business Update,” a copy of which is furnished as Exhibit 99.1 with this report of foreign private issuer on Form 6-K.
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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: August 13, 2021 | By: | /s/ Dagi Ben-Noon | |
| Name: | Dagi Ben-Noon | ||
| Title: | Chief Executive Officer |
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Exhibit 99.1
InspiraTechnologies Announces First Half 2021 Financial Results and Provides Business Update
| § | Ended the first half of 2021 with cash and cash equivalents of $4,355,000 |
|---|---|
| § | On the path to develop potential strategic collaborations for Inspira's key components of the ART system |
| --- | --- |
| § | By the year end, the Company expects to increase its workforce by up to 100% |
| --- | --- |
Ra’anana, Israel / August 13, 2021/ -- Inspira Technologies OXY B.H.N. Ltd (Nasdaq: IINN, IINNW) (the “Company” or “Inspira”), a specialty medical device company engaged in the research, development, manufacturing and marketing of proprietary respiratory support technologies, announced today its financial results as of and for the six months ended June 30, 2021. The Company has also released a corporate update.
"In order to achieve our Go-To-Market objective, we are exploring potential partnerships with leading medical device companies, manufacturers, and distributors" said Dagi Ben-Noon, Inspira's CEO and one of its Co-Founders. "We estimate that our Augmented Respiration Technology (ART) system has a total potential addressable market of $25 billion. We plan to target the 20 million patients admitted to Intensive Care Units (ICUs) each year who are being placed on mechanical ventilation. We have developed a “razor, razor blade” business model, under which we expect disposable sales to grow with the future mass deployment of our ART system" Mr. Ben-Noon added.
First Half 2021 andSubsequent Corporate Highlights
| § | Completed<br> a successful initial public offering (the “IPO”) on the Nasdaq Capital Market<br> of the Company’s ordinary shares and certain warrants under the ticker symbols “IINN”<br> and “IINNW”, respectively, raising gross proceeds of $16 million. |
|---|---|
| § | The<br> Company introduced an innovative microbubbles platform with the potential to extend oxygenation<br> and prevent blood clotting when integrated into the ART system. This new technology is being<br> developed through collaborative research with Ben-Gurion University of the Negev. |
| --- | --- |
| § | The<br> Company announced the expansion of its Medical Advisory Board with the appointment of Dr.<br> Dekel Stavi, M.D., an intensive care physician and thought leader in blood oxygenation technology.<br> Dr. Stavi is currently on staff at the Interdepartmental Division of Critical Care, University<br> of Toronto. |
| --- | --- |
| § | By<br> the year end, the Company plans to increase its workforce by up to 100%. New employees will<br> be recruited to support the expansion and further development of the Company’s activities<br> and capabilities. |
| --- | --- |
Financial Results forthe Six Months Ended June 30, 2021
| § | Cash,<br> cash equivalents, and short-term bank deposits were $4,355,000 as of June 30, 2021,<br> compared to $496,000 as of December 31, 2020. The increase mainly reflects proceeds received<br> from certain investments through the convertible loan agreements (the “CLAs”)<br> and simple agreements for future equity (the “SAFEs”). |
|---|---|
| § | Research<br> and development expenses for the six months ended June 30, 2021 were $1,104,000,<br> compared to $1,456,000 for the corresponding period in 2020. The decrease is a result<br> of lower share-based compensation expenses, partially offset by the Israeli Innovation Authority’s<br> coverage of certain development expenses. |
| --- | --- |
| § | Marketing<br> expenses for the six months ended June 30, 2021 were $244,000. As opposed to 2020, in 2021,<br> the Company focused on marketing, brand awareness and exploring Go-To-Market capabilities. |
| --- | --- |
| § | General<br> and administrative expenses for the six months ended June 30, 2021 were $1,210,000,<br> compared to $840,000 for the corresponding period in 2020. The increase is attributed<br> to corporate expenses, legal and professional fees in preparation for the IPO as well as<br> capital raising fees for the CLA and SAFE agreements. |
| --- | --- |
| § | Finance<br> expense for the six months ended June 30, 2021 was $5,732,000, compared to $2,052,000<br> for the corresponding period in 2020. The increase is attributed to change of $5,471,000<br> in the fair value of the convertible notes and warrants. |
| --- | --- |
| § | Net<br> loss for the six months ended June 30, 2021 was $8,290,000, compared to a net loss<br> of $4,348,000 for the six months ending June 30, 2020. |
| --- | --- |
| § | As<br> of June 30, 2021, shareholders equity totaled $9,565,000, compared to $1,704 as of December<br> 31, 2020. |
| --- | --- |
InspiraTechnologies OXY B.H.N. Ltd.
Inspira Technologies is an innovative medical technology company in the respiratory treatment arena. The Company has developed a breakthrough Augmented Respiration Technology (ART), which it believes will elevate and stabilize patient oxygen saturation levels. The Company’s ART technology potentially allows patients to remain awake during treatment while minimizing the use of the highly invasive, risky and costly mechanical ventilation systems that require medically induced coma. The Company’s product has not yet been tested or used in humans and has not been approved by the U.S. Food and Drug Administration (FDA).
For more information, please visit our corporate website:
https://inspira-technologies.com/
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Forward-LookingStatement Disclaimer
This press release contains express or implied forward-looking statements pursuant to U.S. Federal securities laws. For example, the Company is using forward-looking statements when it discusses that Inspira is exploring potential partnerships with leading medical device companies, manufacturers, and distributors, that Inspira is planning to target the 20 million patients admitted to ICUs each year who are being placed on mechanical ventilation, that the Company’s disposable sales are expected to grow with the future mass deployment of its ART system, and that the Company plans to increase its workforce by up to 100%. These forward-looking statements and their implications 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. 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 Registration Statement on Form F-1 filed with the SEC, which is available on the SEC’s website, www.sec.gov.
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UNAUDITED CONDENSEDINTERIM STATEMENTS OF FINANCIAL POSITION
(US dollars in thousands)
| June 30, | December 31, | |||||
|---|---|---|---|---|---|---|
| 2021 | 2020 | |||||
| Unaudited | ||||||
| ASSETS | ||||||
| Current Assets: | ||||||
| Cash and cash equivalents | 4,355 | 496 | ||||
| Other accounts receivable | 1,228 | 188 | ||||
| Total current assets | 5,583 | 684 | ||||
| Non-Current Assets: | ||||||
| Right of use assets, net | 232 | 258 | ||||
| Property, plant and equipment, net | 79 | 45 | ||||
| Total non-current assets | 311 | 303 | ||||
| Total Assets | 5,894 | 987 | ||||
| June 30, | December 31, | |||||
| --- | --- | --- | --- | --- | --- | --- |
| 2021 | 2020 | |||||
| Unaudited | ||||||
| LIABILITIES AND SHAREHOLDERS’ DEFICIT | ||||||
| Current Liabilities: | ||||||
| Trade accounts payables | 9 | 3 | ||||
| Other accounts payable | 467 | 549 | ||||
| Lease liabilities | 206 | 180 | ||||
| Warrants and convertible note | 14,282 | 219 | ||||
| Total current liabilities | 14,964 | 951 | ||||
| Non-Current Liabilities: | ||||||
| Lease liabilities | 37 | 95 | ||||
| Convertible note | - | 1,273 | ||||
| Loan from the Israeli Innovation Authority | 458 | 372 | ||||
| Total non- current liabilities | 495 | 1,740 | ||||
| Deficit: | ||||||
| Share capital and premium | 8,091 | 8,053 | ||||
| Foreign exchange reserve | (668 | ) | (635 | ) | ||
| share base compensation | 3,138 | 2,714 | ||||
| Accumulated deficit | (20,126 | ) | (11,836 | ) | ||
| Total deficit | (9,565 | ) | (1,704 | ) | ||
| Total Liabilities And Deficit | 5,894 | 987 |
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UNAUDITED CONDENSEDINTERIM STATEMENTS OF COMPREHENSIVE INCOME
(US dollars in thousands)
| Six month period ended<br> June 30, | Six month period ended<br> June 30, | |||
|---|---|---|---|---|
| 2021 | 2020 | |||
| Unaudited | Unaudited | |||
| Research and development expenses | 1,104 | 1,456 | ||
| Marketing expenses | 244 | - | ||
| General and administrative expenses | 1,210 | 840 | ||
| Operating loss | 2,558 | 2,296 | ||
| Finance expense | 5,732 | 2,052 | ||
| Loss before tax | 8,290 | 4,348 | ||
| Taxes on income | - | - | ||
| Loss for the period | 8,290 | 4,348 | ||
| Other comprehensive loss, net of tax: | ||||
| Items that will not be reclassified to profit or loss: | ||||
| Exchange losses arising on translation to presentation currency | 33 | 15 | ||
| Total comprehensive loss for the period | 8,323 | 4,363 |
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CONDENSED INTERIM STATEMENTSOF CHANGES IN SHAREHOLDERS’ EQUITY
(US dollars in thousands)
For the six month period ended June 30,2021 (Unaudited):
| Share capital | Adjustments arising from translating financial operation | Grant options | Accumulated deficit | Total | ||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Balance at January 1, 2021 | 8,053 | (635 | ) | 2,714 | (11,836 | ) | (1,704 | ) | ||||||
| Changes during the period: | ||||||||||||||
| Loss for the year | - | - | - | (8,290 | ) | (8,290 | ) | |||||||
| Other comprehensive loss | - | (33 | ) | - | - | (33 | ) | |||||||
| Total comprehensive loss | - | (33 | ) | - | (8,290 | ) | (8,323 | ) | ||||||
| Options Exercise | 38 | - | (38 | ) | - | - | ||||||||
| Share base compensation | - | - | 462 | - | 462 | |||||||||
| Balance at June 30, 2021 | 8,091 | (668 | ) | 3,138 | (20,126 | ) | (9,565 | ) |
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