United States securities and exchange commission logo
March 16, 2021
Dagi Ben-Noon
Chief Executive Officer
Inspira Technologies OXY B.H.N. Ltd
2 Ha-Tidhar St.,
Ra anana, 436650
Israel
Re: Inspira
Technologies OXY B.H.N. Ltd
Registration
Statement on Form F-1
Filed March 5, 2021
File No. 333-253920
Dear Mr. Ben-Noon:
We have reviewed your registration statement and have the
following comment. In our
comment, we may ask you to provide us with information so we may better
understand your
disclosure.
Please respond to this letter by amending your registration
statement and providing the
requested information. If you do not believe our comment applies to your
facts and
circumstances or do not believe an amendment is appropriate, please tell
us why in your
response.
After reviewing any amendment to your registration statement and
the information you
provide in response to this comment, we may have additional comments.
Registration Statement on Form F-1
Beneficial Ownership of Principal Shareholders and Management, page 103
1. Please revise the
second paragraph, the table and footnotes to clarify whether IML s pre-
offering holdings
include the 24,845,209 ordinary shares referenced on page 105. Also,
please confirm that (i)
the table identifies all individual shareholders who will beneficially
own 5% or more
following IML s distribution of shares and (ii) the post-offering
percentages reflect the
effects of the distribution. Also revise to clarify whether the table
reflects the 3 million
option shares referenced in footnote 2 and explain whether the
option grant will be
made prior to the offering.
Dagi Ben-Noon
Inspira Technologies OXY B.H.N. Ltd
March 16, 2021
Page 2
We remind you that the company and its management are responsible for
the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action
or absence of
action by the staff.
Refer to Rules 460 and 461 regarding requests for acceleration. Please
allow adequate
time for us to review any amendment prior to the requested effective date of
the registration
statement.
You may contact Ibolya Ignat at 202-551-3636 or Kevin Vaughn at
202-551-3494 if you
have questions regarding comments on the financial statements and related
matters. Please
contact Alan Campbell at 202-551-4224 or Joe McCann at 202-551-6262 with any
other
questions.
Sincerely,
FirstName LastNameDagi Ben-Noon
Division of
Corporation Finance
Comapany NameInspira Technologies OXY B.H.N. Ltd
Office of Life
Sciences
March 16, 2021 Page 2
cc: David Huberman, Esq.
FirstName LastName