6-K - QTEX - Equibles

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 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

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and Exchange Commission, to be a part thereof from the date on which this report is submitted, to the extent not superseded by documents or reports subsequently filed or furnished.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.”

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

Exhibit 99.1

Inspira TechnologiesAnnounces 2021 Third Quarter Financial Results

In October 2021, Companyincreases 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 inthe 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 asof September 30, 2021 (not including warrant exercises)
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●	$26 million in cashas of November 1, 2021, including $9,377,500 via the exercise of 1,705,000 warrants at $5.50 per share.
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●	Potential $66 milliondistribution agreement for ART in Europe: The Company has signed an agreement with the WAAS Group for the deployment of ART Systems inSpain and Portugal over a 7-year period, subject to regulatory approval
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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 DagiBen-Noon, Inspira Technologies’ Chief Executive Officer.

Financial Results for the Nine Months Ended September30, 2021

●	Research and development expenses for the nine<br>months ended September 30, 2021 were $1.7 million, compared to $2.6 million for the corresponding period in 2020. The decrease<br>is a result of lower share-based compensation expenses, partially offset by the coverage of certain development expenses by a grant from<br>the Israeli Innovation Authority.
●	Marketing expenses for the nine months ended September 30, 2021, were $391,000,<br>as compared to none for the corresponding period in 2020. In 2021, the Company focused on marketing, brand awareness and exploring<br>go-to-market capabilities.
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●	General and administrative (G&A) expenses<br>for the nine months ended September 30, 2021 were $3.4 million, compared to $1.3 million for the corresponding period in 2020.<br>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<br>compensation expenses.
●	The net loss for the nine months ended September<br>30, 2021, was $6 million, compared to a net loss of $4 million for the nine months ended September 30, 2020.
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Financial Results for the Three Months Ended September30, 2021

●	Research and development expenses for the three<br>months ended September 30, 2021 were $581,000 compared to $1.1 million for the corresponding period in 2020. The decrease<br>is a result of lower share-based compensation expenses, partially offset by the coverage of certain development expenses by a grant from<br>the Israeli Innovation Authority.
●	Marketing expenses for the three months ended September 30, 2021, were $147,000.<br>As opposed to 2020 In 2021, the Company focused on marketing, brand awareness and exploring go-to-market capabilities.
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●	G&A expenses for the three months ended September<br>30, 2021 were $2.2 million, compared to $488,000 for the corresponding period in 2020. The reason for the increase was due to<br>IPO expenses and related IPO fees.
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●	Finance income for the three months ended September<br>30, 2021, was $5.1 million compared to $2 million for the corresponding period in 2020. The increase in finance income was due to<br>measurement at fair value of the Company’s financial equity liabilities to pre-IPO and IPO investors.
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●	The Company’s net profit for the three<br>months ended September 30, 2021 was $2.2 million, compared to a net profit of $348,000 for the three months ended September<br>30, 2020.
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BalanceSheet highlights

●	Cash, cash equivalents and short-term bank deposits<br>were $17 million as of September 30, 2021, compared to $496,000 as of December 31, 2020. The increase mainly reflects the IPO proceeds,<br>less cash used in operations, during the nine months ended September 30, 2021.
●	Financial liabilities at fair value totaled $3.4<br>million as of September 30,2021, compared to $1.5 million as of December 31, 2020. The financial liabilities represent the fair value<br>of the Company’s equity liabilities to pre-IPO and IPO investors.
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●	As of September 30, 2021, shareholders’<br>equity totaled $13.3 million, compared to deficit totaled $1.7 million as of December 31, 2020.
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Inspira TechnologiesOXY 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-LookingStatement 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

UNAUDITED CONDENSED INTERIM STATEMENTS OF FINANCIALPOSITION

(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

UNAUDITED CONDENSED INTERIMSTATEMENTS OF COMPREHENSIVE INCOME

(US dollars in thousands)

	For the Nine-Month<br><br> Period Ended<br> September 30,					For the Three-Month <br><br>Period Ended<br> 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

CONDENSED INTERIM STATEMENTS OF CHANGES INSHAREHOLDERS’ EQUITY

(US dollars in thousands)

For the Nine-Month Period Ended September 30, 2021 (Unaudited):


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):


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