United States securities and exchange commission logo
March 24, 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
Amendment No. 2 to
Registration Statement on Form F-1
Filed March 22,
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.
Amendment No. 2 to Registration Statement on Form F-1
Management's Discussion and Analysis of Financial Condition and Results
of Operations
Critical Accounting Policies and Estimates
Stock-Based Compensation, page 60
1. Please address the
following regarding your response dated March 22, 2021 to prior
comment number seven:
Your response does
not provide the fair values assigned for the shares underlying
your options
granted on February 21, 2021 and March 16, 2021. Please revise this
section of your
MD&A to detail the options granted during 2020 and 2021, including
number of shares,
exercise price, and estimated fair value value per share at grant
date used to value
the options.
Dagi Ben-Noon
Inspira Technologies OXY B.H.N. Ltd
March 24, 2021
Page 2
You disclose on page F-43 that you signed certain agreements would
require you to
issue 2,950,000 shares upon an initial public offering within
certain agreed upon
dates. Please tell us the agreed upon dates before which the
offering must take place
under these agreements. To the extent any portion of those shares is
likely to be
triggered by your current proposed offering, revise this section of
your MD&A to
disclose that fact and quantify the expected charge to be recorded.
You disclose in your Capitalization and Dilution tables that you
expect the issuance
of the following: (i) 5,518,956 Ordinary Shares issued as bonus
shares in November
2020 for no consideration to our shareholders; (ii) 1,987,617
Ordinary Shares, issued
pursuant to the Termination Agreement upon the conversion of a
convertible note in
the amount of A$3,535,750 (approximately $2,374,004); (iii) 236,000
Ordinary
Shares issued to a promoter as part of the Termination Agreement;
(iv) 1,379,848
Ordinary Shares to be issued upon the conversion of the SAFEs; (v)
725,861
Ordinary Shares to be issued upon the conversion of certain
convertible loan
agreements; and (vi) 414,441 Ordinary Shares to be issued to
financial advisors upon
the consummation of this offering. For each of these issuances that
will result in an
additional incremental expense upon its issuance, revise this
section to quantify the
amount to be expensed and the nature of the charge.
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 24, 2021 Page 2
cc: David Huberman, Esq.
FirstName LastName