Form 6-K/A - Report of foreign issuer [Rules 13a-16 and 15d-16]: [Amend]

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 6-K/A

(Amendment No. 1)

REPORT OF FOREIGN PRIVATE ISSUER

PURSUANT TO RULE 13a-16 OR 15d-16

UNDER THE SECURITIES EXCHANGE ACT OF 1934

For the Month of June 2024 (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

EXPLANATORY NOTE

This Report on Form 6-K/A, or this Amendment, amends the Report on Form 6-K filed by Inspira Technologies Oxy B.H.N. Ltd., or the Registrant, on June 17, 2024, or the Original 6-K, solely to include an amended and restated 5.1 opinion of Sullivan & Worcester Tel Aviv (Har-Even & Co.) related to the Registrant’s previously announced offering of securities pursuant to its shelf registration statement on Form F-3 (File No. 333-266748).

Except as described above, this Amendment speaks as of the original filing date of the Original 6-K and does not amend, update or restate any information set forth in the Original 6-K or reflect any events that occurred subsequent to the original filing date of the Original 6-K.

The Report on Form 6-K is incorporated by reference into the Registrant’s Registration Statements on Form F-3 (Registration No. 333-266748) and 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and Exchange Commission, to be a part thereof from the date on which this report is submitted, to the extent not superseded by documents or reports subsequently filed or furnished.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.
5.1		Opinion of Sullivan & Worcester Tel Aviv (Har-Even & Co.)

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: June 18, 2024	By:	/s/ Dagi Ben-Noon
		Name:	Dagi Ben-Noon
		Title:	Chief Executive Officer

Exhibit 5.1

Sullivan & Wocester Tel Aviv

28 HaArba’a St. HaArba’a Towers
North Tower, 35th Floor

Tel-Aviv, Israel

+972-747580480

sullivanlaw.com

June 18, 2024

To:

Inspira Technologies Oxy B.H.N. Ltd.

2 Ha-Tidhar St.

Ra’anana, 4366504, Israel

Re: Sale of Securities Pursuant to Registration Statement on Form F-3

Ladies and Gentlemen:

We have acted as Israeli counsel to Inspira Technologies Oxy B.H.N. Ltd., (the “Company”), an Israeli company, in connection with a Registration Statement on Form F-3 (Registration No. 333-266748) (the “Registration Statement”), the prospectus included therein and the related prospectus supplement filed or to be filed by the Company with the Securities and Exchange Commission under the Securities Act of 1933, as amended (the “Securities Act” and “Prospectus Supplement”) , with respect to the offering of: (i) 941,541 ordinary shares, no par value (the “Ordinary Shares” and “Shares”, respectively), and (ii) 1,709,760 pre-funded warrants (the “Warrants”) to purchase up to 1,709,760 Ordinary Shares, pursuant to a securities purchase agreement dated June 14, 2024, between the Company and the purchaser named therein (the “Purchase Agreement”). We understand that the Company has engaged Newbridge Securities Corporation to act as the placement agent in connection with the offering of the securities (the “Offering”).

In connection with this opinion, we have examined the originals, or photocopies or copies, certified or otherwise identified to our satisfaction, of the Registration Statement, the Prospectus Supplement and the form of Purchase Agreement, copies of the Company’s amended and restated articles of association, resolution of the Company’s Board of Directors (the “Board”) which have heretofore been approved and relate to the Offering, and such statutes, regulations, corporate records, documents, certificates and such other instruments that we have deemed relevant and necessary for the basis of our opinions hereinafter expressed.

In such examination, we have assumed: (i) the authenticity of original documents and the genuineness of all signatures; (ii) the conformity to the originals of all documents submitted to us as copies; (iii) the truth, accuracy and completeness of the information, representations and warranties contained in the corporate records, documents, certificates and instruments we have reviewed; (iv) the due execution and delivery of all documents where due execution and delivery are a prerequisite to the effectiveness thereof; and (v) the legal capacity of all natural persons. As to any facts material to such opinion, to the extent that we did not independently establish relevant facts, we have relied on certificates of public officials and certificates of officers or other representatives of the Company.

We are members of the Israel Bar and we express no opinion as to any matter relating to the laws of any jurisdiction other than the laws of the State of Israel and have not, for the purpose of giving this opinion, made any investigation of the laws of any other jurisdiction than the State of Israel.

On the basis of the foregoing, and in reliance thereon, we are of the opinion that upon payment to the Company of the consideration in such amount and form as shall be determined by the Board or by an authorized committee thereof, the Ordinary Shares and the Ordinary Shares underlying the Warrants, when issued and sold in the Offering as described in the Registration Statement and Prospectus Supplement, will be duly authorized, and when delivered to and paid for in accordance with the terms of the Purchase Agreement and the Warrants, will be validly issued, fully paid and non-assessable.

We hereby consent to the filing of this opinion as an exhibit to the Company’s report on Form 6-K dated June 18, 2024, which is incorporated by reference into the Registration Statement and to the use of our name wherever it appears in the Registration Statement and the Prospectus Supplement. In giving such consent, we do not believe that we are “experts” within the meaning of such term as used in the Securities Act, or the rules and regulations of the SEC issued thereunder with respect to any part of the Registration Statement, including this opinion as an exhibit or otherwise.