INSPIRA TECHNOLOGIES OXY B.H.N. LTD.
2 Ha-Tidhar Street
Ra’anana 436650 Israel
March 31, 2021
Via EDGAR
Alan Campbell
Joe McCann
Securities and Exchange Commission (the “Commission”)
Division of Corporation Finance
Office of Life Sciences
100 F Street, NE
Washington, DC 20549
| Re: | Inspira Technologies OXY B.H.N. Ltd. |
Amendment No. 3 to Registration Statement on Form F-1
Filed March 29, 2021
File No. 333-253920
Dear Sirs:
The purpose of this letter is to respond to your letter of March 30, 2021, regarding the abovementioned registration statement. For your convenience, your original comments appear in bold text, followed by our response. On March 31, 2021, we filed amendment No. 4 to the registration statement on Form F-1.
Amendment No. 3 to Registration Statement on Form F-1
Exhibits
1. We note that the Exhibit 5.1 legal opinion opines to the ordinary shares being registered, including the ordinary shares underlying the Underwriter Warrants, but does not opine as to the Underwriter Warrants themselves. Please revise the opinion to opine that the Underwriter Warrants will be binding obligations of the company in accordance with Section II.B.1 of Staff Legal Bulletin No. 19.
RESPONSE: Our U.S. counsel has provided a 5.2 opinion that opines as to the binding obligations of the Underwriter Warrants.
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If you have any questions or require additional information, please call our attorney David Huberman at (332) 208-9012, of Sullivan & Worcester LLP.
| Sincerely, | ||
| INSPIRA TECHNOLOGIES OXY B.H.N. LTD. | ||
| By: | /s/ Mr. Dagi Ben-Noon | |
| Chief Executive Officer | ||
| cc: | David Huberman |
Alan Campbell
Ibolya Ignat
Joe McCann
Kevin Vaughn
