QTREX Quantum Ltd 6-K, filed Nov 23, 2021
QTREX Quantum Ltd. (QTEX)
About this 6-K
QTREX Quantum Ltd filed this 6-K on November 23, 2021.
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: November 2021 (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
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
Attached hereto and incorporated herein is the Registrant’s press release issued on November 23, 2021, titled “Inspira Technologies Announces 2021 Third Quarter Financial Results.”
The first paragraph, the sections titled “Financial Results for the Nine Months Ended September 30, 2021,” “Financial Results for the Three Months Ended September 30, 2021,” “Balance Sheet highlights” and “Forward-Looking Statement Disclaimer” and the financial statements in the press release are incorporated by reference into the Registrant’s Registration Statement on 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and Exchange Commission, to be a part thereof from the date on which this report is submitted, to the extent not superseded by documents or reports subsequently filed or furnished.
| Exhibit No. | ||
| 99.1 | Press Release issued by Inspira Technologies Oxy B.H.N. Ltd. on November 23, 2021, titled “Inspira Technologies Announces 2021 Third Quarter Financial Results.” |
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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: November 23, 2021 | By: | /s/ Dagi Ben-Noon | |
| Name: | Dagi Ben-Noon | ||
| Title: | Chief Executive Officer | ||
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Exhibit 99.1
Inspira Technologies Announces 2021 Third Quarter Financial Results
In October 2021, Company increases cash balance by $9.4 Million due to investors Exercising Warrants; As of November 1, the company has $ 26 million in cash
| ● | $16 million raised in the initial public offering (the “IPO”) of 2,909,091 units at a price of $5.51 on July 16, 2021 |
| ● | $17 million in cash and cash equivalent as of September 30, 2021 (not including warrant exercises) |
| ● | $26 million in cash as of November 1, 2021, including $9,377,500 via the exercise of 1,705,000 warrants at $5.50 per share. |
| ● | Potential $66 million distribution agreement for ART in Europe: The Company has signed an agreement with the WAAS Group for the deployment of ART Systems in Spain and Portugal over a 7-year period, subject to regulatory approval |
Ra’anana, Israel, November 23, 2021 – Inspira Technologies OXY B.H.N. Ltd. (Nasdaq: IINN, IINNW) (the “Company” or “Inspira Technologies”), a groundbreaking respiratory support technology company, announced today its financial results for the third quarter ended September 30, 2021.
"We believe that the exclusive agreement signed with WAAS Group for the potential deployment of more than 1,000 ART systems in Spain and Portugal led our investors to express their support by exercising most of the warrants issued in our IPO at an exercise price of $5.50 per share. Due to the exercise of these warrants, the number of our outstanding ordinary shares has increased. This additional capital provides greater financial resources to support the Company’s navigation of research and development, regulatory approval and the go-to-market pathway," stated Dagi Ben-Noon, Inspira Technologies’ Chief Executive Officer.
Financial Results for the Nine Months Ended September 30, 2021
| ● | Research and development expenses for the nine months ended September 30, 2021 were $1.7 million, compared to $2.6 million for the corresponding period in 2020. The decrease is a result of lower share-based compensation expenses, partially offset by the coverage of certain development expenses by a grant from the Israeli Innovation Authority. |
| ● | Marketing expenses for the nine months ended September 30, 2021, were $391,000, as compared to none for the corresponding period in 2020. In 2021, the Company focused on marketing, brand awareness and exploring go-to-market capabilities. |
| ● | General and administrative (G&A) expenses for the nine months ended September 30, 2021 were $3.4 million, compared to $1.3 million for the corresponding period in 2020. Expenses mainly consisted of $1 million in IPO expenses and related IPO fees and $1.8 million in ongoing G&A operating and share-based compensation expenses. |
| ● | The net loss for the nine months ended September 30, 2021, was $6 million, compared to a net loss of $4 million for the nine months ended September 30, 2020. |
Financial Results for the Three Months Ended September 30, 2021
| ● | Research and development expenses for the three months ended September 30, 2021 were $581,000 compared to $1.1 million for the corresponding period in 2020. The decrease is a result of lower share-based compensation expenses, partially offset by the coverage of certain development expenses by a grant from the Israeli Innovation Authority. |
| ● | Marketing expenses for the three months ended September 30, 2021, were $147,000. As opposed to 2020 In 2021, the Company focused on marketing, brand awareness and exploring go-to-market capabilities. |
| ● | G&A expenses for the three months ended September 30, 2021 were $2.2 million, compared to $488,000 for the corresponding period in 2020. The reason for the increase was due to IPO expenses and related IPO fees. |
| ● | Finance income for the three months ended September 30, 2021, was $5.1 million compared to $2 million for the corresponding period in 2020. The increase in finance income was due to measurement at fair value of the Company’s financial equity liabilities to pre-IPO and IPO investors. |
| ● | The Company’s net profit for the three months ended September 30, 2021 was $2.2 million, compared to a net profit of $348,000 for the three months ended September 30, 2020. |
Balance Sheet highlights
| ● | Cash, cash equivalents and short-term bank deposits were $17 million as of September 30, 2021, compared to $496,000 as of December 31, 2020. The increase mainly reflects the IPO proceeds, less cash used in operations, during the nine months ended September 30, 2021. |
| ● | Financial liabilities at fair value totaled $3.4 million as of September 30,2021, compared to $1.5 million as of December 31, 2020. The financial liabilities represent the fair value of the Company’s equity liabilities to pre-IPO and IPO investors. |
| ● | As of September 30, 2021, shareholders’ equity totaled $13.3 million, compared to deficit totaled $1.7 million as of December 31, 2020. |
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Inspira Technologies 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), designed to rebalance patient oxygen saturation levels. The Company’s ART technology potentially allows patients to remain awake during treatment while minimizing the need for highly invasive, risky and costly mechanical ventilation systems that require intubation and medically induced coma. The Company’s product has not yet been tested or used in humans and has not been approved by any regulatory entity.
For more information, please visit our corporate website:
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 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. For example, the Company is using forward-looking statements when it discusses the potential deployment of more than 1,000 ART systems in Spain and Portugal and its belief that the agreement with WAAS Group led its investors to exercise their warrants. 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.
For more details:
Miri Segal, Investor Relations, MS-IR LLC
+917-607-8654 msegal@ms-ir.com
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UNAUDITED CONDENSED INTERIM STATEMENTS OF FINANCIAL POSITION
(US dollars in thousands)
| September 30, | December 31, | |||||||
| 2021 | 2020 | |||||||
| ASSETS | ||||||||
| Current Assets: | ||||||||
| Cash and cash equivalents | 17,042 | 496 | ||||||
| Other accounts receivable | 725 | 188 | ||||||
| Restricted cash | 75 | - | ||||||
| Total current assets | 17,842 | 684 | ||||||
| Non-Current Assets: | ||||||||
| Right of use assets, net | 220 | 258 | ||||||
| Property, plant and equipment, net | 83 | 45 | ||||||
| Total non-current assets | 303 | 303 | ||||||
| Total Assets | 18,145 | 987 | ||||||
| September 30, | December 31, | |||||||
| 2021 | 2020 | |||||||
| LIABILITIES AND SHAREHOLDERS’ EQUITY | ||||||||
| Current Liabilities: | ||||||||
| Trade accounts payables | 90 | 3 | ||||||
| Other accounts payable | 590 | 549 | ||||||
| Lease liabilities | 170 | 180 | ||||||
| Financial Liabilities at Fair Value | 3,491 | 219 | ||||||
| Total current liabilities | 4,341 | 951 | ||||||
| Non-Current Liabilities: | ||||||||
| Lease liabilities | 53 | 95 | ||||||
| Financial Liabilities at Fair Value | - | 1,273 | ||||||
| Loan from the Israeli Innovation Authority | 450 | 372 | ||||||
| Total non- current liabilities | 503 | 1,740 | ||||||
| Shareholders’ Equity: | ||||||||
| Share capital and premium | 28,351 | 8,053 | ||||||
| Foreign exchange reserve | (380 | ) | (635 | ) | ||||
| Share-based compensation | 3,240 | 2,714 | ||||||
| Accumulated deficit | (17,910 | ) | (11,836 | ) | ||||
| Total equity | 13,301 | (1,704 | ) | |||||
| Total Liabilities and Shareholders’ Equity | 18,145 | 987 | ||||||
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UNAUDITED CONDENSED INTERIM STATEMENTS OF COMPREHENSIVE INCOME
(US dollars in thousands)
| For the Nine-Month Period Ended September 30, | For the Three-Month Period Ended September 30, | |||||||||||||||
| 2021 | 2020 | 2021 | 2020 | |||||||||||||
| Research and development expenses | 1,685 | 2,599 | 581 | 1,143 | ||||||||||||
| Marketing expenses | 391 | - | 147 | - | ||||||||||||
| General and administrative expenses | 3,425 | 1,328 | 2,215 | 488 | ||||||||||||
| Operating loss | 5,501 | 3,927 | 2,943 | 1,631 | ||||||||||||
| Finance expenses (income) | 573 | 73 | (5,159 | ) | (1,979 | ) | ||||||||||
| Loss (profit) before tax | 6,074 | 4,000 | (2,216 | ) | (348 | ) | ||||||||||
| Taxes on income | - | - | - | - | ||||||||||||
| Loss (profit) for the period | 6,074 | 4,000 | (2,216 | ) | (348 | ) | ||||||||||
| Other comprehensive loss (profit), net of tax: | ||||||||||||||||
| Items that will not be reclassified to profit or loss: | ||||||||||||||||
| Exchange profits(losses) arising on translation to presentation currency | 255 | (652 | ) | 288 | (637 | ) | ||||||||||
| Total comprehensive loss for the period | 5,819 | 4,652 | (2,504 | ) | 289 | |||||||||||
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CONDENSED INTERIM STATEMENTS OF CHANGES IN SHAREHOLDERS’ EQUITY
(US dollars in thousands)
For the Nine-Month Period Ended September 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 | - | - | (6,074 | ) | (6,074 | ) | ||||||||||||||
| Other comprehensive profit | 255 | 255 | ||||||||||||||||||
| Total comprehensive loss | 255 | (6,074 | ) | (5,819 | ) | |||||||||||||||
| Financial liability conversion | 10,041 | - | - | - | 10,041 | |||||||||||||||
| Initial public offering | 10,219 | - | - | - | 10,219 | |||||||||||||||
| Options Exercise | 38 | - | (38 | ) | - | - | ||||||||||||||
| Share-based compensation | - | - | 564 | 564 | ||||||||||||||||
| Balance on September 30, 2021 | 28,351 | (380 | ) | 3,240 | (17,910 | ) | 13,301 | |||||||||||||
For the Three-Month Period Ended September 30, 2021 (Unaudited):
| Share capital | Adjustments arising from translating financial operation | Grant options | Accumulated deficit | Total | ||||||||||||||||
| Balance at July 1, 2021 | 8,091 | (668 | ) | 3,138 | (20,126 | ) | (9,565 | ) | ||||||||||||
| Changes during the period: | ||||||||||||||||||||
| Profit for the period | - | - | - | 2,216 | 2,216 | |||||||||||||||
| Other comprehensive profit | - | 288 | - | - | 288 | |||||||||||||||
| Total comprehensive profit | - | 288 | - | 2,216 | 2,504 | |||||||||||||||
| Financial liability conversion | 10,041 | - | - | - | 10,041 | |||||||||||||||
| Initial public offering | 10,219 | - | - | - | 10,219 | |||||||||||||||
| Share-based compensation | - | - | 102 | 102 | ||||||||||||||||
| Balance on September 30, 2021 | 28,351 | (380 | ) | 3,240 | (17,910 | ) | 13,301 | |||||||||||||
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