Form SC 13G/A - Statement of acquisition of beneficial ownership by individuals: [Amend]
February 12 2024 - 4:05PM
Edgar (US Regulatory)
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
SCHEDULE
13G/A
(Amendment
No. 1)
(Rule
13d-102)
Under
the Securities Exchange Act of 1934
Inspira
Technologies Oxy B.H.N. Ltd.
(Name
of Issuer)
Ordinary
Shares
(Title
of Class of Securities)
M53637100
(CUSIP
Number)
December
31, 2023
(Date
of Event Which Requires Filing of this Statement)
Check the
appropriate box to designate the rule pursuant to which this Schedule is filed:
| * | The
remainder of this cover page shall be filled out for a reporting person’s initial filing
on this form with respect to the subject class of securities, and for any subsequent amendment
containing information which would alter the disclosures provided in a prior cover page. |
The
information required in the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18
of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall
be subject to all other provisions of the Act (however, see the Notes).
CUSIP
No. M53637100 |
13G/A |
Page
2 of 6 Pages |
1. |
Names
of Reporting Persons
Joe
Hayon |
2. |
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(See Instructions)
(a) ☐
(b) ☐ |
3. |
SEC Use
Only
|
4. |
Citizenship
or Place of Organization
Israel |
NUMBER
OF
SHARES
BENEFICIALLY
OWNED
BY
EACH
REPORTING
PERSON
WITH |
5. |
Sole
Voting Power
1,604,398(1) |
6. |
Shared
Voting Power
0 |
7. |
Sole
Dispositive Power
1,604,398(1) |
8. |
Shared
Dispositive Power
0 |
9. |
Aggregate
Amount Beneficially Owned by Each Reporting Person
1,604,398(1) |
10. |
Check
if the Aggregate Amount in Row (9) Excludes Certain Shares
(See Instructions)
☐ |
11. |
Percent
of Class Represented by Amount in Row (9)
10.25% (2) |
12. |
Type
of Reporting Person (See Instructions)
IN |
| (1) | Consists
of (i) 626,739 ordinary shares, (ii) 894,930 ordinary shares vested pursuant to issued and
outstanding restricted stock units, (iii) 57,159 ordinary shares issuable upon the exercise
of options within 60 days of December 31, 2023 and (iv) 25,570 ordinary shares issuable upon
the vesting of issued and outstanding restricted stock units within 60 days of December 31,
2023. |
| (2) | Based
on 15,652,178 outstanding shares of issuer’s ordinary shares. |
CUSIP
No. M53637100 |
13G/A |
Page
3 of 6 Pages |
Item 1(a). |
Name of Issuer: |
|
|
|
Inspira Technologies Oxy B.H.N. Ltd. |
|
|
Item 1(b). |
Address of Issuer’s Principal Executive Offices: |
|
|
|
2 Ha-Tidhar
St.
Ra’anana,
4366504 Israel |
|
|
Item 2(a). |
Name of Person Filing: |
|
|
|
This Statement is filed on behalf of Joe Hayon. |
|
|
Item 2(b). |
Address of Principal Offices or, if None, Residence: |
|
|
|
The address of the Reporting Persons is: |
|
|
|
c/o Inspira
Technologies Oxy B.H.N. Ltd.
2 Ha-Tidhar
St.
Ra’anana,
4366504 Israel |
|
|
Item 2(c). |
Citizenship: |
|
|
|
Joe Hayon is a citizen of the State of Israel. |
|
|
Item 2(d). |
Title of Class of Securities: |
|
|
|
Ordinary Shares |
|
|
Item 2(e). |
CUSIP Number: |
|
|
|
M53637100 |
CUSIP
No. M53637100 |
13G/A |
Page
4 of 6 Pages |
Item 3. |
If the Statement
is being filed pursuant to Rule 13d-1(b) or 13d-2(b) or (c), check whether the filing person is a: |
|
|
|
Not applicable. |
(a) |
☐ |
Broker or dealer registered under
section 15 of the Act (15 U.S.C. 78o); |
|
|
|
(b) |
☐ |
Bank as defined in section 3(a)(6) of the Act (15 U.S.C.
78c); |
|
|
|
(c) |
☐ |
Insurance company as defined in section 3(a)(19) of
the Act (15 U.S.C. 78c); |
|
|
|
(d) |
☐ |
Investment company registered under section 8 of the
Investment Company Act of 1940 (15 U.S.C. 80a-8); |
|
|
|
(e) |
☐ |
An investment adviser in accordance with §240.13d-1(b)(1)(ii)(E); |
|
|
|
(f) |
☐ |
An employee benefit plan or endowment fund in accordance
with §240.13d-1(b)(1)(ii)(F); |
|
|
|
(g) |
☐ |
A parent holding company or control person in accordance
with §240.13d-1(b)(1)(ii)(G); |
|
|
|
(h) |
☐ |
A savings association as defined in Section 3(b) of
the Federal Deposit Insurance Act (12 U.S.C. 1813); |
|
|
|
(i) |
☐ |
A church plan that is excluded
from the definition of an investment company under Section 3(c)(14) of the Investment Company Act (15 U.S.C. 80a-3); |
|
|
|
(j) |
☐ |
A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J); |
|
|
|
(k) |
☐ |
Group, in accordance with §240.13d-1(b)(1)(ii)(K). |
If
filing as a non-U.S. institution in accordance with §240.13d-1(b)(1)(ii)(J), please specify the type of institution:_________________________
CUSIP
No. M53637100 |
13G/A |
Page
5 of 6 Pages |
(a) |
Amount beneficially owned: |
|
|
|
1,604,398 (1) ordinary
shares |
|
|
(b) |
Percent of class: |
|
|
|
10.25%(2) |
|
|
(c) |
Number of shares as to which such person has: |
|
|
(i) |
Sole power to vote or direct the vote: 1,604,398
(1) ordinary shares |
|
|
(ii) |
Shared power to vote or direct the vote: 0 |
|
|
(iii) |
Sole power to dispose or to direct the disposition
of: 1,604,398 (1) ordinary shares |
|
|
(iv) |
Shared power to dispose or to direct the disposition
of: 0 |
Item 5. |
Ownership of Five Percent or
Less of a Class. |
|
|
|
If this statement is being
filed to report the fact that as of the date hereof the reporting person had ceased to be the beneficial owner of more than 5 percent
of the class of securities, check the following ☐. |
|
|
Item 6. |
Ownership of More than Five Percent on Behalf of
Another Person. |
|
|
|
Not applicable. |
|
|
Item 7. |
Identification and Classification
of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person. |
|
|
|
Not applicable. |
|
|
Item 8. |
Identification and Classification of Members of
the Group. |
|
|
|
Not applicable. |
|
|
Item 9. |
Notice of Dissolution of Group. |
|
|
|
Not applicable. |
|
|
Item 10. |
Certification. |
|
|
|
Not applicable. |
| (1) | Consists
of (i) 626,739 ordinary shares, (ii) 894,930 ordinary shares vested pursuant to issued and
outstanding restricted stock units, (iii) 57,159 ordinary shares issuable upon the exercise
of options within 60 days of December 31, 2023 and (iv) 25,570 ordinary shares issuable upon
the vesting of issued and outstanding restricted stock units within 60 days of December 31,
2023. |
| (2) | Based
on15,652,178 outstanding shares of issuer’s ordinary shares. |
CUSIP
No. M53637100 |
13G/A |
Page
6 of 6 Pages |
SIGNATURES
After
reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete
and correct.
|
February
12, 2024
(Date) |
|
|
|
/s/ Joe Hayon |
|
(Signature) |
Attention. Intentional
misstatements or omissions of fact constitute Federal criminal violations (see 18 U.S.C. 1001).
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