UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 6-K
REPORT OF FOREIGN PRIVATE ISSUER
PURSUANT TO RULE 13a-16 OR 15d-16
UNDER THE SECURITIES EXCHANGE ACT OF 1934
For the Month of: March 2024 (Report No. 2)
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
CONTENTS
Attached
hereto and incorporated herein is Inspira Technologies Oxy B.H.N. Ltd., or the Registrant’s, Notice of Extraordinary General Meeting
of Shareholders, or the Meeting, Proxy Statement and Proxy Card for the Meeting to be held on April 8, 2024.
Only
shareholders of record who hold ordinary shares, no par value, of the Registrant at the close of business on March 11, 2024, will be entitled
to notice of and to vote at the Meeting and any postponements or adjournments thereof.
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the date on which this report is submitted, to the extent not superseded by documents or reports subsequently filed or furnished.
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.
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Inspira Technologies Oxy B.H.N. Ltd. |
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Date: March 4, 2024 |
By: |
/s/ Dagi Ben-Noon |
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Name: |
Dagi Ben-Noon |
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Title: |
Chief Executive Officer |
2
Exhibit 99.1
INSPIRA
TECHNOLOGIES OXY B.H.N. Ltd.
NOTICE OF EXTRAORDINARY GENERAL MEETING OF SHAREHOLDERS
Notice is hereby given that an Extraordinary General
Meeting of Shareholders (the “Meeting”) of Inspira Technologies Oxy B.H.N. Ltd. (“Inspira Technologies”
or the “Company”) will be held on Monday, April 8, 2024, at 4:00 p.m. Israel time, at the Company’s office, located
at 2 Ha-Tidhar Street, Ra’anana 4366504, Israel.
The agenda of the Meeting includes the following
proposals (the “Proposals”):
1. |
To approve a grant of Restricted Share Units (“RSUs”) to Mr. Dagi Ben-Noon, the Company’s Chief Executive Officer and director (“Proposal 1”); |
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2. |
To approve a grant of RSUs to Mr. Joe Hayon, the Company’s President and director (“Proposal 2”); |
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3. |
To approve certain equity-based compensation awards to non-executive directors of the Company (“Proposal 3”); |
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4. |
To approve an increased monthly fee for Mr. Dagi-Ben Noon, the Company’s Chief Executive Officer and director (“Proposal 4”); |
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5. |
To approve an increased monthly fee for Mr. Joe Hayon, the Company’s President and director (“Proposal 5”); |
Board Recommendation
The Company’s board of directors (the “Board
of Directors”) unanimously recommends that you vote in favor of the Proposals, which are described in the attached proxy statement
(the “Proxy Statement”).
Record Date
Shareholders of record at the close of business
on Monday, March 11, 2024 (the “Record Date”), are entitled to notice of and to vote at the Meeting, either in person
or by appointing a proxy to vote in their stead at the Meeting (as detailed below).
Required Vote and Voting Procedures
Pursuant to the Israeli
Companies Law, 5759-1999 (the “Companies Law”), Proposal 3 and Proposal 5, described hereinafter, require the affirmative
vote of shareholders present at the Meeting, in person or by proxy, and holding ordinary shares, no par value (the “Ordinary
Shares”), of the Company amounting in the aggregate to at least a majority of the votes cast by shareholders with respect to
such proposal (“Simple Majority”). Each of Proposals 1, Proposal 2 and Proposal 4 to be presented at the Meeting requires
a Special Majority (as defined in the Proxy Statement herein), of votes in person or represented by proxy at the Meeting.
How You Can Vote
A form of proxy for use at the Meeting is attached
to the Proxy Statement, together with a return envelope, will be sent to holders of the Company’s Ordinary Shares. By appointing
“proxies”, shareholders may vote at the Meeting regardless of whether they attend. If a properly executed proxy in the attached
form is received by the Company at least four (4) hours prior to the Meeting, all of the Ordinary Shares represented by the proxy shall
be voted as indicated on the form. Subject to applicable law and the rules of the Nasdaq Stock Market, in the absence of instructions,
the Ordinary Shares represented by properly executed and received proxies will be voted “FOR” all of the proposed resolutions
to be presented at the Meeting for which the Board of Directors recommends a “FOR”.
Shareholders may revoke their proxies or voting
instruction form (as applicable) in accordance with Section 9 of the Companies Law regulations (proxy and position statements), by filing
with the Company a written notice of revocation or duly executed proxy or voting instruction form (as applicable) bearing a later date
and time.
If your shares are registered directly in your
name with our transfer agent, American Stock Transfer & Trust Company, LLC (“AST”), you are considered, with respect
to those shares, the shareholder of record. In such case, these proxy materials are being sent directly to you. As the shareholder of
record, you have the right to use the proxy card included with this Proxy Statement to grant your voting proxy directly to Yafit Tehila,
the Chief Financial Officer of the Company (yafit@inspirao2.com), and Joe Hayon, the President and a director of the Company (joe@inspirao2.com),
or to vote in person at the Meeting.
If your shares are held through a bank, broker
or other nominee, they are considered to be held in “street name” and you are the beneficial owner with respect to those shares.
A beneficial owner as of the Record Date has the right to direct the bank, broker or nominee how to vote shares held by such beneficial
owner at the Meeting and must also provide the Company with a copy of their identity card, passport or certification of incorporation,
as the case may be. If your shares are held in “street name”, as of the Record Date, these proxy materials are to be forwarded
to you by your bank, broker or nominee who is considered, with respect to those shares, as the shareholder of record, together with a
voting instruction card for you to use in directing the bank, broker or nominee how to vote your shares. You also may attend the Meeting.
Since a beneficial owner is not a shareholder of record, you may not vote those shares directly at the Meeting unless you obtain a “legal
proxy” from the bank, broker or other nominee that holds your shares directly, giving you the right to vote the shares at the Meeting.
Absent specific instructions from the beneficial owner of the shares, brokers are not allowed to exercise their voting discretion, among
other things, with respect to the election of directors or any matter that relates to executive compensation; and therefore, a “broker
non-vote” occurs with respect to such uninstructed shares. Therefore, it is important for a shareholder that holds ordinary shares
through a bank or broker to instruct its bank or broker how to vote its shares if the shareholder wants its shares count for all proposals.
Voting Results
The final voting results
will be tallied by the Company based on the information provided by AST or otherwise and the overall results of the Meeting will be published
following the Meeting in a Report of Foreign Private Issuer on Form 6-K that will be furnished to the U.S. Securities and Exchange Commission.
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Sincerely, |
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/s/ Benad Goldwasser |
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Benad Goldwasser |
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Chairman of the Board of Directors |
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March 4, 2024 |
INSPIRA TECHNOLOGIES OXY B.H.N. LTD.
RA’ANANA,
ISRAEL
PROXY STATEMENT
EXTRAORDINARY GENERAL MEETING OF SHAREHOLDERS
TO BE HELD ON APRIL 8, 2024
The enclosed proxy statement (the “Proxy
Statement”) is being solicited by the board of directors (the “Board of Directors”) of Inspira Technologies
Oxy B.H.N. Ltd. (the “Company”) for use at the Company’s extraordinary general meeting of shareholders (the “Meeting”)
to be held on Monday, April 8, 2024, at 4:00 p.m. Israel time, or at any adjournment or postponement thereof.
Upon the receipt of a properly executed proxy
in the form enclosed, the persons named as proxies therein shall vote the ordinary shares, no par value, of the Company (the “Ordinary
Shares”) covered thereby in accordance with the directions of the shareholders executing the proxy. In the absence of such directions,
and except as otherwise mentioned in this Proxy Statement, the Ordinary Shares represented thereby shall be voted in favor of each of
the proposals described in this Proxy Statement.
Two or more shareholders present, personally or
by proxy, holding in the aggregate not less than twenty-five percent (25%) of the Company’s outstanding Ordinary Shares, shall constitute
a quorum for the Meeting. If within half an hour from the time the Meeting is convened a quorum is not present, the Meeting shall stand
adjourned until Monday, April 8, 2024, at 6:00 p.m. Israel time (the “Adjourned meeting”). At the Adjourned meeting,
any number of shareholders present personally or by proxy shall be deemed a quorum and shall be entitled to deliberate and to resolve
in respect of the matters for which the Meeting was convened. Abstentions and broker non-votes are counted as Ordinary Shares present
for the purpose of determining a quorum.
Pursuant to the Israeli
Companies Law, 5759-1999 (the “Companies Law”), Proposal 3 and Proposal 5, described hereinafter, require the affirmative
vote of shareholders present at the Meeting, in person or by proxy, and holding ordinary shares, of the Company amounting in the aggregate
to at least a majority of the votes cast by shareholders with respect to such proposal (“Simple Majority”). Each of
Proposals 1, Proposal 2 and Proposal 4 requires the affirmative vote of the Company’s shareholders holding at least a majority of
the Company’s Ordinary Shares present, in person or by proxy, and voting on the matter, provided that either (i) such a majority
includes at least the majority of the votes of shareholders who are not controlling shareholders or do not have personal interest in the
approval of the transaction (abstentions will not be taken into account); or (ii) the total number of votes against such proposal among
the shareholders mentioned in clause (i) above does not exceed two percent (2%) of the total voting rights in the Company (a “Special
Majority”).
For this purpose, “personal
interest” is defined under the Companies Law as: (1) a shareholder’s personal interest in the approval of an act or a
transaction of the company, including (i) the personal interest of any of his or her relatives (which includes for these purposes foregoing
shareholder’s spouse, siblings, parents, grandparents, descendants, and spouse’s descendants, siblings, and parents, and the
spouse of any of the foregoing); (ii) a personal interest of a corporation in which a shareholder or any of his or her aforementioned
relatives serve as a director or the chief executive officer, owns at least 5% of its issued share capital or its voting rights or has
the right to appoint a director or chief executive officer; and (iii) a personal interest of an individual voting via a power of attorney
given by a third party (even if the empowering shareholder has no personal interest), and the vote of an attorney-in-fact shall be considered
a personal interest vote if the empowering shareholder has a personal interest, and all with no regard as to whether the attorney-in-fact
has voting discretion or not, but (2) excludes a personal interest arising solely from the fact of holding shares in the company.
For this purpose, a “controlling
shareholder” is defined under the Companies Law as any shareholder that has the ability to direct the Company’s activities
(other than by means of being a director or office holder of the Company). A person is presumed to be a controlling shareholder if he
or she holds or controls, by himself or herself or together with others, one half or more of any one of the “means of control”
of a company; in the context of a transaction with an interested party, a shareholder who holds 25% or more of the voting rights in the
company if no other shareholder holds more than 50% of the voting rights in the company, is also presumed to be a controlling shareholder.
“Means of Control” is defined as any one of the following: (i) the right to vote at a General Meeting of a company,
or (ii) the right to appoint directors of a company or its chief executive officer.
In accordance with the Companies Law and regulations
promulgated thereunder, any shareholder of the Company holding at least 1% of the outstanding voting rights of the Company for the Meeting
may submit to the Company a proposed additional agenda item for the Meeting to Ms. Yafit Tehila, via e-mail (yafit@inspirao2.com) no later
than Monday, March 11, 2024.
Shareholders wishing to express their position
on an agenda item for this Meeting may do so by submitting a written statement (a “Position Statement”) to the Company’s
offices at 2 Ha-Tidhar Street, Ra’anana 4366504, Israel. Any Position Statement received shall be furnished with the U.S. Securities
and Exchange Commission (“SEC”) on a Report on Form 6-K and be made available to the public on the SEC’s website
at www.sec.gov. Position Statements should be submitted to the Company no later than March 29, 2024. A shareholder is entitled to contact
the Company directly and receive the text of the proxy card and any Position Statement. The Board of Directors’ response to the
Position Statement shall be submitted no later than April 3, 2024.
One shareholder holding Ordinary Shares representing
five percent (5%) or more of the Company’s share capital and voting rights (788,909 Ordinary Shares) is entitled to examine the
proxy and voting materials, according to applicable law.
It is noted that there may be changes on the agenda
after publishing the Proxy Statement, including Position Statements. Therefore, the most updated agenda shall be furnished with the SEC
on a Report on Form 6-K and shall be made available to the public on the SEC’s website at www.sec.gov.
PROPOSAL 1
TO APPROVE A GRANT OF RESTRICTED SHARE UNITS
TO MR. DAGI BEN-NOON,
THE COMPANY’S CHIEF EXECUTIVE OFFICER AND DIRECTOR
On February 5, 2024 (the “Date of Grant”),
the Company’s compensation committee (the “Compensation Committee”), and the Board of Directors, approved
and recommended that the Company’s shareholders approve, a grant of Restricted Share Units (“RSUs”), which will
be settled in Ordinary Shares of the Company, to Mr. Dagi Ben-Noon, the Company’s Chief Executive Officer and director, under the
Company’s 2019 Equity Incentive Plan (the “Equity Incentive Plan”).
The recommended grant consists of 880,000
RSUs to be granted to Mr. Ben-Noon (the “Grant of RSUs to Mr. Ben-Noon”). The value of the Grant of RSUs to Mr.
Ben-Noon and its terms are in line with the Company’s compensation policy (the “Compensation Policy”). The
value of the proposed Grant of RSUs to Mr. Ben-Noon, amounts, as of February 29, 2024, to a total of approximately NIS4,680,984
(approximately1 $1,311,200), and on an annual basis,
approximately NIS1,560,328 (approximately $437,067).
Together with the holdings of 1,247,239 Ordinary
Shares and currently outstanding options to purchase 57,159 Ordinary Shares granted to Mr. Ben-Noon in the aggregate in the past, Mr.
Ben-Noon’s holdings resulting from the exercise of such options and the Grant of RSUs to Mr. Ben-Noon, will be equal to approximately
8.49% of the Company’s issued and outstanding share capital on a fully diluted basis as of the date of this Proxy Statement.
The Grant of RSUs to Mr. Ben-Noon is subject to
a vesting period of three (3) years, as follows (the “Vesting Schedule”): (i) 293,333 of the RSUs granted will vest
on February 01, 2025 (the “First Installment”); and (ii)586,667 of the granted RSUs will vest in equal amounts each
quarter for 8 quarters, following the First Installment. In the event of termination of engagement between the Company and Mr. Ben-Noon,
any unvested RSUs at the time of such termination shall be automatically cancelled. It is hereby clarified that the Vesting Schedule will
be accelerated upon the earlier of: (i) achieving Company’s sales in accumulating amount of at least one (1) million dollars within the
Vesting Schedule, or (ii) termination of Mr. Ben-Noon’s employment by the Company, not for “cause” (as defined in the Equity
Incentive Plan).
The RSUs are granted in accordance with the capital
gain track of Section 102 of the Israeli Income Tax Ordinance, 1961, as applicable.
In making its recommendation with regard to the
approval of the Grant of RSUs to Mr. Ben-Noon (not in accordance with the Compensation Policy only regarding an acceleration of the RSUs
granted to Mr. Ben-Noon in case of achieving Company’s sales in accumulating amount of at least one (1) million dollars within the Vesting
Schedule) , the Compensation Committee and the Board of Directors each have considered all relevant considerations and discussed
all matters required under the Companies Law and the regulations promulgated thereunder, and also considered, inter alia: (i) the
position, responsibilities, background and experience of Mr. Ben-Noon; (ii) that the Grant of RSUs to Mr. Ben-Noon reflects a fair and
reasonable value for Mr. Ben-Noon’s contribution and achievements as the Company’s Chief Executive Officer; (iii) that the
Grant of RSUs to Mr. Ben-Noon is in accordance with the Compensation Policy; and (iv) the Grant of RSUs to Mr. Ben-Noon is in accordance
with a comparative data reviewed by the Compensation Committee and the Board of Directors.
The shareholders of the
Company are requested to adopt the following resolution:
“RESOLVED, to
approve the Grant of RSUs to Mr. Ben-Noon, as set forth in the Proxy Statement.”
The approval of Proposal
1, as described above, requires the affirmative vote of a Special Majority.
Please note that we consider
it highly unlikely that any of our shareholders is a controlling shareholder or has a personal interest in this proposal. However, as
required under Israeli law, the enclosed form of proxy requires that you specifically indicate whether you are, or are not, a controlling
shareholder or have a personal interest in this proposal. Without indicating to this effect - we will not be able to count your vote with
respect to this proposal.
The Board of Directors unanimously recommends a vote FOR on the
above proposal.
| 1 | All US dollar amounts in this Proxy Statement are based on an
exchange rate of US$1: NIS3.57, on February 29, 2024 |
PROPOSAL 2
TO APPROVE A GRANT OF RESTRICTED SHARE UNITS
TO MR. JOE HAYON,
THE COMPANY’S PRESIDENT AND DIRECTOR
On the Date of Grant, the Compensation Committee
and the Board of Directors, approved and recommended that the Company’s shareholders approve, a grant of RSUs to Mr. Joe Hayon,
the Company’s President and director, under the Equity Incentive Plan.
The recommended grant consists of 880,000 RSUs
to be granted to Mr. Hayon (the “Grant of RSUs to Mr. Hayon”). The value of the Grant of RSUs to Mr. Hayon and its
terms are in line with the Company’s compensation policy. The value of the proposed Grant of RSUs to Mr. Hayon, amounts, as of February
29, 2024, to a total of approximately NIS 4,680,984 (approximately $1,311,200), and on an annual basis, approximately NIS1,560,328 (approximately
$437,067).
Together with the holdings of 1,547,239 Ordinary
Shares and outstanding options to purchase 57,159 Ordinary Shares granted to Mr. Hayon in the aggregate in the past, Mr. Hayon’s
holdings resulting from the exercise of such options and the Grant of RSUs to Mr. Hayon, will be equal to approximately 9.66% of the Company’s
issued and outstanding share capital on a fully diluted basis as of the date of this Proxy Statement.
The Grant of RSUs to Mr. Hayon is in accordance
with the Vesting Schedule. In the event of termination of engagement between the Company and Mr. Hayon, any unvested RSUs at the time
of such termination shall be automatically cancelled. It is hereby clarified that the Vesting Schedule will be accelerated upon the earlier
of: (i) achieving Company’s sales in accumulating amount of at least one (1) million dollars within the Vesting Schedule, or (ii) termination
of Mr. Hayon’s employment by the Company, not for “cause” (as defined in the Equity Incentive Plan)
The RSUs are granted in accordance with the capital
gain track of Section 102 of the Israeli Income Tax Ordinance, 1961, as applicable.
In making its recommendation with regard to the
approval of the Grant of RSUs to Mr. Hayon (not in accordance with the Compensation Policy only regarding an acceleration of the RSUs
granted to Mr. Hayon in case of achieving Company’s sales in accumulating amount of at least one (1) million dollars within the Vesting
Schedule), the Compensation Committee and the Board of Directors each have considered all relevant considerations and discussed all
matters required under the Companies Law and the regulations promulgated thereunder and also considered, inter alia: (i) the position,
responsibilities, background and experience of Mr. Hayon; (ii) that the Grant of RSUs to Mr. Hayon reflects a fair and reasonable value
for the Mr. Hayon’s contribution and achievements as the Company’s President; (iii) that the Grant of RSUs to Mr. Hayon is
in accordance with the Compensation Policy; and (iv) the Grant of RSUs to Mr. Hayon is in accordance with a comparative data reviewed
by the Compensation Committee and the Board of Directors.
The shareholders of the
Company are requested to adopt the following resolution:
“RESOLVED, to
approve the Grant of RSUs to Mr. Hayon, as set forth in the Proxy Statement.”
The approval of Proposal
2, as described above, requires the affirmative vote of a Special Majority.
Please note that we consider
it highly unlikely that any of our shareholders is a controlling shareholder or has a personal interest in this proposal. However, as
required under Israeli law, the enclosed form of proxy requires that you specifically indicate whether you are, or are not, a controlling
shareholder or have a personal interest in this proposal. Without indicating to this effect - we will not be able to count your vote with
respect to this proposal.
The Board of Directors unanimously recommends a vote FOR on the
above proposal.
PROPOSAL 3
TO APPROVE CERTAIN EQUITY BASED COMPENSATION
TO NON-EXECUTIVE DIRECTORS OF THE COMPANY
On the Date of Grant, the Compensation Committee,
and the Board of Directors, approved and recommended that the Company’s shareholders approve, certain Equity Based Compensation
to the Non-Executive Directors, under the Equity Incentive Plan.
The Compensation Committee and the Board of Directors
believe it is in the best interests of the Company to grant, under the Equity Incentive Plan: (i) RSUs to each of Mr. Lior Amit, Mr. Tal
Parnas and Ms. Limor Rozen; and (ii) options to purchase Ordinary Shares (“Options”) to Mr. Benad Goldwasser, as follows
(the “Equity Based Compensation to Non-Executive Directors”):
Name | |
Title | |
Previous RSUs Granted | | |
Previous Options Granted | | |
Suggested Grant |
Lior Amit | |
Independent Director | |
| 30,000 | | |
| - | | |
30,000 RSUs |
Benad Goldwasser | |
Chairman of the Board of Directors | |
| 423,237 | | |
| 81,633 | | |
30,000 Options |
Tal Parnas | |
Independent Director | |
| 30,000 | | |
| 9,402 | | |
30,000 RSUs |
Limor Rozen | |
Independent Director | |
| 30,000 | | |
| 4,701 | | |
30,000 RSUs |
Total | |
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| 513,237 | | |
| 95,736 | | |
120,000 Ordinary Share Equivalents |
The Equity Based Compensation to Non-Executive
Directors is subject to a standard vesting of 3 years, as follows: (i) 1/3 of the Equity Based Compensation granted will vest on February
01, 2025 (the “First Director Installment”); and (ii) 1/12 of the Equity Based Compensation granted will vest
each quarter for 8 quarters, following the First Director Installment. In the event of termination of engagement between the Company and
any of the Non-Executive Directors, any unvested Equity Based Compensation granted at the time of such termination shall be automatically
cancelled.
The value of Equity Based Compensation to Non-Executive
Directors and its terms are within the frame and principles of the Compensation Policy, representing an amount of NIS603,687 (approximately
$169,100), and on annual bases approximately NIS201,229 (approximately $56,367).
The RSUs and the options granted within the Equity
Based Compensation to Non-Executive Directors, are granted in accordance with the capital gain track of Section 102 of the Israeli Income
Tax Ordinance, 1961, as applicable.
In making its recommendation with regard to the
approval of the Equity Based Compensation to Non-Executive Directors, the Compensation Committee and the Board of Directors each have
considered all relevant considerations and discussed all matters required under the Companies Law and the regulations promulgated thereunder
and also considered, among others: (i) the position, responsibilities, background and experience of each of the Non-Executive Directors;
(ii) that the Equity Based Compensation granted to Non-Executive Directors reflect a fair and reasonable value for each of the Non-Executive
Directors’ services, commitment and contribution to the Company’s growth and achievements in the short and long term; (iii)
that the Equity Based Compensation to Non-Executive Directors is in accordance with the Compensation Policy; and (iv) the Equity Based
Compensation to Non-Executive Directors is in accordance with a comparative data reviewed by the Compensation Committee and the Board
of Directors.
The shareholders of the
Company are requested to adopt the following resolution:
“RESOLVED, to
approve the Equity Based Compensation to Non-Executive Directors, as set forth in the Proxy Statement.”
The approval of Proposal
3, as described above, requires the affirmative vote of a Simple Majority.
The Board of Directors unanimously recommends a vote FOR on the
above proposal.
PROPOSAL 4
TO APPROVE AN INCREASED MONTHLY FEE FOR MR.
DAGI-BEN NOON,
THE COMPANY’S CHIEF EXECUTIVE OFFICER AND DIRECTOR
Background
Under the Companies Law
and the position statements by the Israeli Securities Authority, arrangements concerning compensation for Company’s chief executive
officer, in accordance with, or in an amount exceeding, the terms of the Company’s compensation policy, require the approval by
the Compensation Committee, the Board of Directors and Company’s shareholders (by a Special Majority, as defined above), in that
order.
We now seek shareholder
approval with respect to the terms of Mr. Ben-Noon’s compensation, which will include an updated monthly fee, all in accordance
with the Company’s Compensation Policy.
General
Mr. Dagi Ben-Noon has
served as our Chief Executive Officer since July 2020 and as a director since March 2020. Prior to that, Mr. Ben-Noon served as our Chief
Operations Officer from March 2018 to June 2020.
During the period in
which Mr. Ben-Noon has been a part of the Company, Mr. Ben-Noon has made a significant contribution to the Company’s business and
growth. The Compensation Committee and the Board of Directors believe that Mr. Ben-Noon performs a significant role in the planning, establishment,
and implementation of the Company’s business model, and will continue to play a key role in the Company’s pursuit to enhance
its business and growth opportunities.
Monthly Fee
The current monthly fee
paid to Mr. Ben-Noon, is in the amount of NIS65,000 (approximately $18,207). On January 22, 2024, the Compensation Committee and the Board
of Directors approved, and therefore suggest the Company’s shareholders to approve an increase of Mr. Ben-Noon’s monthly fee to
NIS78,000 (approximately $21,849), in acknowledgment of Mr. Ben-Noon’s achievements and contribution to the Company, effective as of January
1, 2024 (the “New Monthly Fee for Mr. Ben-Noon”). It is clarified that Mr. Ben-Noon is entitled to compensation only
for his position as the Company’s Chief Executive Officer and is not entitled to compensation for his position as a member of the
Board of Directors.
In making its recommendation
with regard to the approval of the New Monthly Fee for Mr. Ben-Noon, the Compensation Committee and the Board of Directors have considered
all relevant considerations and discussed all matters required under the Companies Law and the regulations promulgated thereunder, and
also considered, among others: (i) the responsibilities and duties performed by Mr. Ben-Noon since his appointment as Chief Executive
Officer in 2020, Mr. Ben-Noon’s experience and substantial contributions to the Company’s business and growth, and the importance
of Mr. Ben-Noon to the future growth of the Company; (ii) that the New Monthly Fee for Mr. Ben-Noon is in accordance with the Compensation
Policy; (iii) the scope of Mr. Ben-Noon’s activities to promote the Company’s goals and business objectives; and (iv) the
fact that Mr. Ben-Noon’s monthly fee is low compared to the fees paid to similar office holders in other companies, based on comparative
data reviewed by the Compensation Committee and the Board of Directors.
The shareholders of the
Company are requested to adopt the following resolution:
“RESOLVED, to
approve an update to the monthly fee of Mr. Ben-Noon, the Company’s Chief Executive Director and director, as set forth in the Proxy
Statement.”
The approval of Proposal
4, as described above, requires the affirmative vote of a Special Majority.
Please note that we consider
it highly unlikely that any of our shareholders is a controlling shareholder or has a personal interest in this proposal. However, as
required under Israeli law, the enclosed form of proxy requires that you specifically indicate whether you are, or are not, a controlling
shareholder or have a personal interest in this proposal. Without indicating to this effect - we will not be able to count your vote with
respect to this proposal.
The Board unanimously
recommends a vote FOR on the above proposal.
PROPOSAL 5
TO APPROVE AN INCREASED MONTHLY FEE FOR MR.
JOE HAYON, THE COMPANY’S PRESIDENT AND DIRECTOR
Background
Under the Companies Law
and the position statements by the Israeli Securities Authority, arrangements concerning compensation for executive officers, in accordance
with, or in an amount exceeding, t the terms of the Company’s compensation policy, require the approval by the Compensation Committee,
the Board of Directors and Company’s shareholders, in that order.
We now seek the shareholder
approval with respect to the terms of Mr. Hayon’s terms of compensation, which will include an updated monthly salary, all in accordance
with the Company’s Compensation Policy
General
Mr. Joe Hayon has served
as our Chief Financial officer since July 2020 until August 2022, as our President since August 2022 and as a director since November
2020. Prior to that, Mr. Hayon served as our Chief Executive Officer from March 2018 to June 2020.
During the period in
which Mr. Hayon has been a part of the Company, Mr. Hayon has made a significant contribution to the Company’s business and growth.
The Compensation Committee and the Board of Directors believe that Mr. Hayon performs a significant role in the planning, establishment,
and implementation of the Company’s business model, and will continue to play a key role in the Company’s pursuit to enhance
its business and growth opportunities.
Monthly Fee
The current monthly fee
paid to Mr. Hayon, is in the amount of NIS65,000 (approximately $18,207). On January 22, 2024, the Compensation Committee and the Board
of Directors approved, and therefore suggest the Company’s shareholders to approve, an increase of Mr. Hayon’s monthly fee to NIS78,000
(approximately $21,849), in acknowledgment of Mr. Hayon ’s achievements and contribution to the Company, effective as of January 1, 2024
(the “New Monthly Fee for Mr. Hayon”). It is clarified that Mr. Hayon is entitled to compensation only for his position
as the Company’s President and is not entitled to compensation for his position as a member of the Board of Directors.
In making its recommendation
with regard to the approval of the New Monthly Fee for Mr. Hayon, the Compensation Committee and the Board of Directors have considered
all relevant considerations and discussed all matters required under the Companies Law and the regulations promulgated thereunder, and
also considered, among others: (i) the responsibilities and duties performed by Mr. Hayon since his appointment as President in 2020,
Mr. Hayon’s experience and substantial contributions to the Company’s business and growth, and the importance of Mr. Hayon to the
future growth of the Company; (ii) that the New Monthly Fee for Mr. Hayon is in accordance with the Compensation Policy; (iii) the scope
of Mr. Hayon’s activities to promote the Company’s goals and business objectives; and (iv) the fact that Mr. Hayon’s
monthly fee is low compared to the fees paid to similar office holders in other companies, based on comparative data reviewed by the Compensation
Committee and the Board of Directors.
The shareholders of the
Company are requested to adopt the following resolution:
“RESOLVED, to
approve an update to the monthly fee of Mr. Hyon, the Company’s President and director, as set forth in the Proxy Statement.”
The approval of Proposal
5, as described above, requires the affirmative vote of a Simple Majority.
The Board unanimously
recommends a vote FOR on the above proposal.
Your vote is important! Shareholders are
urged to complete and return their proxies promptly in order to, among other things, ensure action by a quorum and to avoid the expense
of additional solicitation. If the accompanying proxy is properly executed and returned in time for voting, and a choice is specified,
the shares represented thereby shall be voted as indicated thereon. EXCEPT AS MENTIONED OTHERWISE IN THIS PROXY STATEMENT, IF NO SPECIFICATION
IS MADE, THE PROXY SHALL BE VOTED IN FAVOR OF EACH OF THE PROPOSALS DESCRIBED IN THIS PROXY STATEMENT.
Proxies and all other applicable materials should be sent to:
American Stock Transfer & Trust Company, LLC
6201 15th Avenue
Brooklyn, NY 11219
ADDITIONAL INFORMATION
The Company is subject to the informational requirements
of the U.S. Securities Exchange Act of 1934, as amended (the “Exchange Act”), as applicable to foreign private issuers.
Accordingly, the Company files reports and other information with the SEC. All documents which the Company will file on the SEC’s
EDGAR system will be available for retrieval on the SEC’s website at http://www.sec.gov.
As a foreign private issuer, the Company is exempt
from the rules under the Exchange Act prescribing certain disclosure and procedural requirements for proxy solicitations. In addition,
the Company is not required under the Exchange Act to file periodic reports and financial statements with the SEC as frequently or as
promptly as United States companies whose securities are registered under the Exchange Act. The Notice of the Extraordinary General Meeting
of Shareholders and the proxy statement have been prepared in accordance with applicable disclosure requirements in the State of Israel.
YOU SHOULD RELY ONLY ON THE INFORMATION CONTAINED
IN THIS PROXY STATEMENT OR THE INFORMATION FURNISHED TO YOU IN CONNECTION WITH THIS PROXY STATEMENT WHEN VOTING ON THE MATTERS SUBMITTED
TO SHAREHOLDER APPROVAL HEREUNDER. THE COMPANY HAS NOT AUTHORIZED ANYONE TO PROVIDE YOU WITH INFORMATION THAT IS DIFFERENT FROM WHAT IS
CONTAINED IN THIS DOCUMENT. THIS PROXY STATEMENT IS DATED MARCH 4, 2024. YOU SHOULD NOT ASSUME THAT THE INFORMATION CONTAINED IN THIS
DOCUMENT IS ACCURATE AS OF ANY DATE OTHER THAN MARCH 4, 2024, AND THE MAILING OF THIS DOCUMENT TO SHAREHOLDERS SHOULD NOT CREATE ANY IMPLICATION
TO THE CONTRARY.
By Order of the Board of Directors |
Inspira Technologies Oxy B.H.N. Ltd. |
Benad Goldwasser, Chairman of the Board of Directors |
INSPIRA TECHNOLOGIES OXY B.H.N. LTD.
PROXY
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD
OF DIRECTORS
The undersigned hereby appoints, Yafit Tehila,
Chief Financial Officer and Joe Hayon, President and director of the Company, and each of them, agents and proxies of the undersigned,
with full power of substitution to each of them, to represent and to vote on behalf of the undersigned all the Ordinary Shares of Inspira
Technologies Oxy B.H.N. Ltd. (the “Company”) which the undersigned is entitled to vote at the Extraordinary General
Meeting of Shareholders (the “Meeting”) to be held on Monday, April 8, 2024 at 4:00 p.m. Israel time, and at any adjournments
or postponements thereof, upon the following matters, which are more fully described in the Notice of Extraordinary General Meeting of
Shareholders and proxy statement relating to the Meeting.
This Proxy, when properly executed, shall be voted
in the manner directed herein by the undersigned. If no direction is made with respect to any matter, this Proxy shall be voted FOR such
matter. Any and all proxies heretofore given by the undersigned are hereby revoked.
(Continued and to be signed on the reverse side)
INSPIRA TECHNOLOGIES OXY B.H.N. LTD.
EXTRAORDINARY GENERAL MEETING OF SHAREHOLDERS
Date of Meeting: April 8, 2024
PLEASE SIGN, DATE AND RETURN PROMPTLY IN THE ENCLOSED
ENVELOPE. PLEASE
MARK YOUR VOTE IN BLUE OR BLACK INK AS SHOWN HERE ☒
1. |
To approve a grant of RSUs to Mr. Dagi Ben-Noon,
the Company’s Chief Executive Officer and director.
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☐ |
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FOR |
☐ |
AGAINST |
☐ |
ABSTAIN
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1a. |
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Do you confirm that you are NOT a Controlling
Shareholder of the Company and/or do NOT have a Personal Interest, as such terms are defined in the Israeli
Companies Law, 5759-1999 (the “Companies Law”) and in the Proxy Statement, in Proposal No. 1?*
*if you do not indicate a response for this item
1a, YOUR SHARES WILL NOT BE VOTED for Proposal No. 1.
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☐ |
YES I/We confirm that I am/we are NOT a Controlling Shareholder of the Company and/or do NOT have a Personal Interest in Proposal No. 1. |
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2. |
To approve a grant of RSUs to Mr. Joe Hayon, the
Company’s President, and director.
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☐ |
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FOR |
☐ |
AGAINST |
☐ |
ABSTAIN
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2a. |
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Do you confirm that you are NOT a Controlling
Shareholder of the Company and/or do NOT have a Personal Interest, as such terms are defined in the Companies
Law and in the Proxy Statement, in Proposal No. 2?*
* if you do not indicate a response for this item
2a, YOUR SHARES WILL NOT BE VOTED for Proposal No. 2.
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☐ |
YES I /We confirm that I am/we are NOT a Controlling Shareholder of the Company and/or do NOT have a Personal Interest in Proposal No. 2. |
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3. |
To approve Certain Equity Based Compensation to
Non-Executive Directors.
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☐ |
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FOR |
☐ |
AGAINST |
☐ |
ABSTAIN
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4. |
To approve an increased monthly fee for Mr. Dagi
Ben-Noon.
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☐ |
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FOR |
☐ |
AGAINST |
☐ |
ABSTAIN
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4a. |
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Do you confirm that you are NOT a Controlling
Shareholder of the Company and/or do NOT have a Personal Interest, as such terms are defined in the Companies
Law and in the Proxy Statement, in Proposal No. 4?*
* if you do not indicate a response for this item
4a, YOUR SHARES WILL NOT BE VOTED for Proposal No. 4.
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☐ |
YES I /We confirm that I am/we are NOT a Controlling Shareholder of the Company and/or do NOT have a Personal Interest in Proposal No. 4. |
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5. |
To approve an increased monthly fee for Mr. Joe
Hayon.
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☐ |
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FOR |
☐ |
AGAINST |
☐ |
ABSTAIN
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In their discretion, the proxies are authorized
to vote upon such other matters as may properly come before the Meeting or any adjournment or postponement thereof.
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NAME |
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SIGNATURE |
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DATE |
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NAME |
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SIGNATURE |
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DATE |
Please sign exactly as your name appears on this
Proxy. When shares are held jointly, each holder should sign. When signing as executor, administrator, trustee or guardian, please give
full title as such. If the signed is a corporation, please sign full corporate name by duly authorized officer, giving full title as such.
If signer is a partnership, please sign in partnership name by authorized person.
13
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