6-K

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: July 2021 (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

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 July 16, 2021, Inspira Technologies Oxy B.H.N. Ltd., or the registrant, issued a press release titled “Inspira Technologies Oxy B.H.N. Ltd. Announces Closing of Initial Public Offering”, a copy of which is furnished as Exhibit 99.1 with this report of foreign private issuer on Form 6-K.

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.

2

Exhibit 99.1

Inspira Technologies OXYB.H.N. Ltd AnnouncesClosing of Initial Public Offering

Ra’anana, Israel / July 16, 2021/ -- Inspira Technologies OXY B.H.N. Ltd (the “Company”), a specialty medical device company engaged in the research, development, manufacture, and marketing of proprietary respiratory support technology, today announced the closing of its initial public offering of 2,909,091 units at a public offering price of $5.51 per unit, each consisting of one ordinary share and one warrant to purchase one ordinary share, with an initial exercise price of $5.50 per share. In addition, the Company has granted Aegis Capital Corp. a 45-day option to purchase up to 436,363 additional ordinary shares and/or 436,363 warrants to purchase 436,363 ordinary shares at the public offering price to cover over-allotments, if any. The underwriter partially exercised its over-allotment option with respect to 436,363 warrants to purchase ordinary shares. At the closing, the Company issued an aggregate of 2,909,091 ordinary shares and 3,345,454 warrants to purchase ordinary shares. The gross proceeds of the offering were approximately $16 million before deducting underwriting discounts, commissions and offering expenses.

The ordinary shares and warrants are trading on The Nasdaq Capital Market under the symbols “IINN” and “IINNW”, respectively.

Aegis Capital Corp.acted as the sole book-running manager for the offering.

A registration statement on Form F-1 relating to the ordinary shares and warrants being sold in this offering was declared effective by the Securities and Exchange Commission (the “SEC”) on July 13, 2021. The offering was made only by means of a prospectus. Copies of the final prospectus are available on the SEC's website, www.sec.gov, or by contacting Aegis Capital Corp., Attention: Syndicate Department, 810 7^th^ Avenue, 18^th^ Floor, New York, NY 10019, by email at [email protected], or by telephone at (212) 813-1010.

This press release shall not constitute an offer to sell or a solicitation of an offer to buy these securities, nor shall there be any sale of these securities in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction.

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, 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/

Forward-Looking StatementDisclaimer

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 the possible offering of additional securities. 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.

InvestorRelations Contact

Miri Segal, Investor Relations, MS-IR LLC, +917-607-8654, [email protected]