S-8

As filed with the Securities and Exchange Commission on March 15, 2024

Registration No. 333 -           

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM S-8

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

INSPIRA TECHNOLOGIES OXY B.H.N. LTD.

(Exact name of registrant as specified in its charter)

State of Israel	Not applicable
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification No.)

2 Ha-Tidhar St., Ra’anana, 4366504 Israel

(Address of Principal Executive Offices)

Inspira Technologies OXY B.H.N. LTD. (formerly known as: InSense Medical Ltd.)

2019 Equity Incentive Plan

(Full title of the plan)

Puglisi & Associates

850 Library Ave., Suite 204, Newark, DE 19711

Tel: (302) 738-6680

(Name, Address and Telephone Number of Agent for Service)

COPIES TO:

Oded Har-Even, Esq. Sullivan & Worcester LLP 1633 Broadway New York, NY 10019 Tel: (212)-660-3000 Adv. Reut Alfiah Adv. Gal Cohen Sullivan & Worcester Tel-Aviv (Har-Even & Co.) 28 HaArba’a St. HaArba’a Towers North Tower, 35th floor Tel-Aviv, Israel 6473925 Tel: +972 74-758-0480

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer ☐	Accelerated filer ☐
Non-accelerated filer ☒	Smaller reporting company ☐
	Emerging growth company ☒

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act. ☐

EXPLANATORY NOTE

On August 25, 2021, Inspira Technologies Oxy B.H.N. Ltd., or the Company, filed a Registration Statement on Form S-8 (File No. 333-259057), or the Original Registration Statement, with the Securities and Exchange Commission, or the SEC, to register an aggregate of 4,180,898 ordinary shares, no par value per share, of the Company, or the Ordinary Shares, that may be issued pursuant to the Company’s 2019 Equity Incentive Plan, or the 2019 Plan.

The Company is filing this Registration Statement on Form S-8 to register an additional 2,997,671 Ordinary Shares, which may be issued in connection with securities awards which may hereafter be granted under the 2019 Plan.

Pursuant to General Instruction E to Form S-8, the contents of the Original Registration Statement are incorporated herein by reference, except for Item 3 and Item 8 of Part II of the Original Registration Statement, which are being updated by this registration statement.

PART II

ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE

The following documents filed by the Company with the SEC are incorporated by reference into this Registration Statement:

(a) Our Annual Report on Form 20-F and Form 20-F/A for the fiscal year ended December 31, 2022, filed with the SEC on March 31, 2023 and April 20, 2023, respectively;

(b) Our Reports on Form 6-K furnished on January 23, 2023 (with respect to the first four and the sixth and seventh paragraphs, and the section titled “Forward-Looking Statements”), February 6, 2023, February 13, 2023, March 22, 2023, April 4, 2023 (with respect to the first paragraph, the sections titled Financial results for the twelve months ended December 31, 2022,” “Financial results for the three months ended December 31, 2022,” “Balance Sheet Highlights,” “Forward-Looking Statements” and the financial statements in Exhibit 99.1), April 4, 2023, May 11, 2023 (with respect to the first, third and fourth paragraphs and the section titled “Forward-Looking Statements”), May 16, 2023 (with respect to the first and third paragraphs and the section titled “Forward-Looking Statements”), May 18, 2023 (with respect to first paragraph and the sections titled “Highlights,” “Financial Results for the Three Months Ended March 31, 2023,” “Balance Sheet Highlights,” and “Forward-Looking Statements”), May 30, 2023 (with respect to the first through third paragraphs and the section titled “Forward-Looking Statements”), June 15, 2023 (with respect to the fourth paragraph and the section titled “Forward-Looking Statements” in Exhibit 99.1); July 19, 2023 (with respect to the first two and the last two paragraphs and the section titled “Forward-Looking Statements”), July 24, 2023 (with respect to the first and third paragraphs) August 9, 2023 (with respect to the first two paragraphs), August 10, 2023 (with respect to first three paragraphs, the sections titled “Financial Results for the six months ended June 30, 2023,” “Financial highlights for the three months ended June 30, 2023,” “Balance Sheet Highlights,” the “Forward-Looking Statement Disclaimer” and the financial statements in Exhibit 99.1); August 29, 2023 (with respect to the first three paragraphs and the section titled “Forward-Looking Statement Disclaimer” in Exhibit 99.1); September 13, 2023 (with respect to the first three paragraphs and the section titled “Forward-Looking Statement Disclaimer” in Exhibit 99.1); September 28, 2023 (with respect to the first three paragraphs and the section titled “Forward-Looking Statement Disclaimer” in Exhibit 99.1); October 10, 2023 (with respect to the first four paragraphs and the section titled “Forward-Looking Statement Disclaimer” in Exhibit 99.1); October 24, 2023 (with respect to the first four paragraphs and the section titled “Forward-Looking Statement Disclaimer” in Exhibit 99.1); October 25, 2023 (with respect to the first three paragraphs and the section titled “Forward-Looking Statement Disclaimer” in Exhibit 99.1); November 7, 2023; November 13, 2023; November 16, 2023 (with respect to the first two paragraphs, the sections “Financial Results for the Nine Months Ended September 30, 2023,” “Financial highlights for the three months ended September 30, 2023,” “Balance Sheet highlights” and “Forward-Looking Statement Disclaimer” in Exhibit 99.1); November 22, 2023; November 29, 2023; December 11, 2023; December 26, 2023; December 28, 2023; January 2, 2024 (with respect to the first and second paragraphs and the section titled “Forward-Looking Statements” in Exhibit 99.1); January 9, 2024 (with respect to the first and second paragraphs and the section titled “Forward-Looking Statements” in Exhibit 99.1); January 30, 2024 (with respect to the first three paragraphs and the section titled “Forward-Looking Statements” in Exhibit 99.1); February 8, 2024 (with respect to the first two paragraphs and the section titled “Forward-Looking Statements” in Exhibit 99.1); February 14, 2024 (with respect to the first, second and fourth paragraphs and the section titled “Forward-Looking Statements” in Exhibit 99.1); February 22, 2024 (with respect to the first three paragraphs and the section titled “Forward-Looking Statements” in Exhibit 99.1); February 27, 2024 (with respect to the first two paragraphs and the section titled “Forward-Looking Statements” in the press release attached as Exhibit 99.1, and the first paragraph and the section titled “Forward-Looking Statements” in the press release attached as Exhibit 99.2); March 4, 2024 (with respect to the first, third, fourth and fifth paragraphs and the section titled “Forward-Looking Statements” in Exhibit 99.1); March 4, 2024; March 8, 2024; and March 12, 2024 (with respect to the first, third, and fourth paragraphs and the section titled “Forward-Looking Statements” in the press release attached as Exhibit 99.1); and

(c) The description of our securities contained in Exhibit 2.1 to our Annual Report on Form 20-F for the fiscal year ended December 31, 2022, filed with the SEC on March 31, 2023, including any amendments or reports filed for the purpose of updating such description.

II-1

In addition to the foregoing, all documents subsequently filed by the Registrant pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act subsequently filed by the Registrant prior to the filing of a post-effective amendment which indicates that all securities offered hereunder have been sold or which deregisters all securities then remaining unsold, shall be deemed to be incorporated by reference herein and to be part hereof from the date of filing of such documents and reports.

Any statement contained in a document incorporated or deemed to be incorporated by reference herein shall be deemed to be modified or superseded for purposes of this registration statement to the extent that a statement herein, or in any subsequently filed document which also is or is deemed to be incorporated by reference, modifies or supersedes such statement. Any statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this Registration Statement.

Item 8.	Exhibits.
4.1	Amended and Restated Articles of Association of Inspira Technologies Oxy B.H.N. Ltd. (filed as Exhibit 99.1 to Form 6-K (File No. 001-40303) filed on December 20, 2021.
5.1	Opinion of Sullivan & Worcester Tel Aviv (Har-Even & Co.)
23.1	Consent of Ziv Haft, member firm of BDO, independent registered public accounting firm.
23.2	Consent of Sullivan & Worcester Tel Aviv (Har-Even & Co.) (included in the opinion filed as Exhibit 5.1 to this Registration Statement)
24.1	Power of Attorney (included on signature page)
99.1	Inspira Technologies Oxy B.H.N. Ltd. (formerly known as: InSense Medical Ltd.) 2019 Equity Incentive Plan, filed as Exhibit 10.2 to Form F-1 (File No. 333-253920) filed on July 1, 2021, and incorporated herein by reference.
107	Filing Fee Table.

II-2

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this Registration Statement on Form S-8 to be signed on its behalf by the undersigned, thereunto duly authorized, in Ra’anana, State of Israel, on March 15, 2024.

INSPIRA TECHNOLOGIES OXY B.H.N. LTD.
By:	/s/ Dagi Ben-Noon
	Name:	Dagi Ben-Noon
	Title:	Chief Executive Officer

POWER OF ATTORNEY AND SIGNATURES

We, the undersigned officers and directors of Inspira Technologies Oxy B.H.N. Ltd., hereby severally constitute and appoint Dagi Ben-Noon and Joe Hayon, and each of them individually, our true and lawful attorney to sign for us and in our names in the capacities indicated below any and all amendments or supplements, including any post-effective amendments, to this Registration Statement on Form S-8 and to file the same, with exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorney full power and authority to do and perform each and every act and thing requisite or necessary to be done in and about the premises, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming our signatures to said amendments to this Registration Statement signed by our said attorney and all else that said attorney may lawfully do and cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act, this Registration Statement on Form S-8 has been signed below by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
/s/ Dagi Ben-Noon	Chief Executive Officer and Director	March 15, 2024
Dagi Ben-Noon	(Principal Executive Officer)
/s/ Yafit Tehila	Chief Financial Officer	March 15, 2024
Yafit Tehila	(Principal Financial Officer and Principal Accounting Officer)
/s/ Joe Hayon	President and Director	March 15, 2024
Joe Hayon
/s/ Benad Goldwasser	Chairman of the Board of Directors	March 15, 2024
Benad Goldwasser
	Director	March 15, 2024
Tal Parnes
/s/ Lior Amit	Director	March 15, 2024
Lior Amit
	Director	March 15, 2024
Limor Rozen

II-3

SIGNATURE OF AUTHORIZED REPRESENTATIVE IN THE UNITED STATES

Pursuant to the Securities Act of 1933, as amended, the undersigned, Puglisi & Associates, the duly authorized representative in the United States of Inspira Technologies Oxy B.H.N. Ltd., has signed this Registration Statement on Form S-8 on March 15, 2024.

Puglisi & Associates
Authorized U.S. Representative
/s/ Donald J. Puglisi
Name:	Donald J. Puglisi
Title:	Managing Director

II-4

EX-5.1

Exhibit 5.1

  Sullivan & Worcester Tel Aviv 28 HaArba’a St. HaArba’a Towers North
Tower, 35th Floor Tel-Aviv, Israel +972-747580480 sullivanlaw.com  

March 15, 2024

Inspira Technologies Oxy B.H.N. Ltd.

2 Ha-Tidhar St.,

Ra’anana,

Israel 4366504

Re: Registration Statement on Form S-8

Ladies and Gentlemen:

We have acted as Israeli counsel for Inspira Technologies Oxy B.H.N. Ltd., an Israeli Company (the “Company”) in connection with the Registration Statement on Form S-8 (the “Registration Statement”) filed by the Company on the date hereof with the U.S. Securities and Exchange Commission (the “SEC”) under the Securities Act of 1933, as amended (the “Securities Act”). The Registration Statement relates to the registration of 2,997,671 of the Company’s ordinary shares, no par value per share (the “Shares”), issuable under the Inspira Technologies Oxy B.H.N. Ltd 2019 Share Option Plan (the “Plan”).

In connection herewith, we have examined the originals, or photocopies or copies, certified or otherwise identified to our satisfaction, of: (i) the Registration Statement to which this opinion is attached as an exhibit; (ii) a copy of the articles of association of the Company, as currently in effect; (iii) resolutions of the board of directors which relate to the Registration Statement and the Plan; and (iv) such other corporate records, agreements, documents and other instruments, and such certificates or comparable documents of public officials and of officers and representatives of the Company as we have deemed relevant and necessary as a basis for the opinions hereafter set forth. We have also made inquiries of such officers and representatives as we have deemed relevant and necessary as a basis for the opinions hereafter set forth.

In such examination, we have assumed the genuineness of all signatures, the legal capacity of all natural persons, the authenticity of all documents submitted to us as originals, the conformity to original documents of all documents submitted to us as certified, confirmed as photostatic copies and the authenticity of the originals of such latter documents. As to all questions of fact material to these opinions that have not been independently established, we have relied upon certificates or comparable documents of officers and representatives of the Company. In addition, we have assumed that the Shares and any equity awards that provide for the acquisition thereof will be granted in accordance with the Plan and the Company’s articles of association.

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.

Based upon and subject to the foregoing, we are of the opinion that the Shares issuable under the Plan have been duly authorized and, when issued and paid for in accordance with the terms of the Plan and applicable option grant, will be validly issued, fully paid and non-assessable.

We consent to the filing of this opinion as an exhibit to the Registration Statement and to the reference to our firm wherever appearing in the Registration Statement in connection with Israeli law. In giving this consent, we do not thereby admit that we are within the category of persons whose consent is required under Section 7 of the Securities Act, the rules and regulations of the SEC promulgated thereunder or Item 509 of the SEC’s Regulation S-K under the Securities Act.

Very truly yours,

/s/ SULLIVAN & WORCESTER TEL AVIV (Har-Even & Co.)

SULLIVAN & WORCESTER TEL AVIV (Har-Even & Co.)

EX-23.1

Exhibit 23.1

Consent of Independent Registered Public Accounting Firm

Inspira Technologies Oxy B.H.N. Ltd.

2 Ha-Tidhar St.

Rananna 4366504, Israel

We hereby consent to the incorporation by reference in this Registration Statement on Form S-8 (No. 333-259057) our report dated March 28, 2023, relating to the financial statements of Inspira Technologies OXY B.H.N. Ltd. appearing in the Company’s Annual Report on Form 20-F for the year ended December 31, 2022. 

/s/ Ziv Haft

Certified Public Accountants (Isr.)

BDO Member Firm

Tel Aviv, Israel

March 15, 2024

EX-FILING FEES

Exhibit 107

Calculation of Filing Fee Tables

Form S-8

(Form Type)

Inspira Technologies Oxy B.H.N. Ltd.

(Exact Name of Registrant as Specified in its Charter)

Newly Registered Securities

	Security Type	Security Class Title	Fee Calculation	Amount Registered (1)(2)		Proposed Maximum Offering Price Per Share (3)		Proposed Maximum Aggregate Offering Price		Fee Rate		Amount of Registration Fee
Newly Registered Securities
Fees to Be Paid	Equity	Ordinary Shares, no par value per share (3)	Rule 457(c) and 457(h)		2,997,671	$	1.88	$	5,635,621.48	$	0.00014760	$	831.82
	Total Offering Amounts							$	5,635,621.48			$	831.82
	Total Fees Previously Paid												---
	Total Fee Offsets												---
	Net Fee Due											$	831.82

(1) Pursuant to Rule 416(a) under the Securities Act of 1933, as amended, or the Securities Act, this Registration Statement also covers an indeterminate number of additional securities which may be offered and issued to prevent dilution resulting from stock splits, stock dividends, recapitalizations or similar transactions.

(2)

Represents Ordinary Shares reserved for issuance upon the exercise of options that may be granted under the plan to which this Registration Statement relates.

(3)

The fee is based on the number of Ordinary Shares which may be issued under the Registrant’s Inspira Technologies OXY B.H.N. LTD. (formerly known as: InSense Medical Ltd.) 2019 Equity Incentive Plan this Registration Statement on Form S-8 relates to and is estimated in accordance with Rule 457(c) and (h) under the Securities Act solely for the purpose of calculating the registration fee based upon the average of the high and low sales price of the Registrant’s Ordinary Shares as reported on the Nasdaq Capital Market on March 13, 2024.