| FORM 3 | UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940 |
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1. Name and Address of Reporting Person*
(Street)
(Country) | 2. Date of Event Requiring Statement
(Month/Day/Year) 03/18/2026 | 3. Issuer Name and Ticker or Trading Symbol
Inspira Technologies OXY B.H.N. Ltd [ IINN ] | |||||||||||||||
| 3a. Foreign Trading Symbol
| 5. If Amendment, Date of Original Filed
(Month/Day/Year) | ||||||||||||||||
| 4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
| 6. Individual or Joint/Group Filing (Check Applicable Line)
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| Table I - Non-Derivative Securities Beneficially Owned | |||
|---|---|---|---|
| 1. Title of Security (Instr. 4) | 2. Amount of Securities Beneficially Owned (Instr. 4) | 3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) | 4. Nature of Indirect Beneficial Ownership (Instr. 5) |
| Ordinary shares | 1,332,713(1) | D | |
| Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||
|---|---|---|---|---|---|---|---|
| 1. Title of Derivative Security (Instr. 4) | 2. Date Exercisable and Expiration Date (Month/Day/Year) | 3. Title and Amount of Securities Underlying Derivative Security (Instr. 4) | 4. Conversion or Exercise Price of Derivative Security | 5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) | 6. Nature of Indirect Beneficial Ownership (Instr. 5) | ||
| Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||
| Employee share options (right to buy) | 06/02/2019 | 04/20/2030 | Ordinary shares | 57,144(2) | $0.12(3) | D | |
| Employee share options (right to buy) | 06/01/2022 | 04/20/2030 | Ordinary shares | 38,095(4) | $0.12(5) | D | |
| Explanation of Responses: |
| 1. Includes: (i) 82,334 restricted stock units ("RSUs") which vest on a quarterly basis until February 1, 2027, (ii) 166,667 RSUs which vest on a quarterly basis until February 1, 2028, (iii) 100,000 RSUs which vest on July 1, 2026; (iv) 200,000 RSUs which vest on a quarterly basis beginning October 1, 2026 until July 1, 2028; and (v) 100,000 RSUs which vest upon the achievement of certain milestones. |
| 2. The options were granted on February 15, 2020 and are fully vested as of June 2, 2019. |
| 3. The options were granted with an exercise price of NIS 0.3675 and have been converted based on a ratio of NIS 3.096 to USD $1.00 as of March 18, 2026. |
| 4. The options were granted on November 1, 2020 and are fully vested as of June 1, 2022. |
| 5. The options were granted with an exercise price of NIS 0.3675 and have been converted based on a ratio of NIS 3.096 to USD $1.00 as of March 18, 2026. |
| /s/ Abraham Shabtay | 03/24/2026 | |
| ** Signature of Reporting Person | Date | |
| Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | ||
| * If the form is filed by more than one reporting person, see Instruction 5 (b)(v). | ||
| ** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). | ||
| Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
| Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. | ||
| * Form 3: SEC 1473 (03-26) | ||