Overview of the Proposed Transaction

The Definitive Agreements are expected to be finalized within the next four weeks. The transaction will require shareholder approval and will adhere to customary closing conditions. Dagi Ben-Noon, Chief Executive Officer of Inspira, stated, “We are positioning the Company to expand into a high-growth diagnostics market through the planned acquisition of a development-ready liquid biopsy platform, supported by a clear regulatory pathway.”

Details of the $15 Million Equity Investment

In the proposed transaction, a strategic investor will provide a $15 million equity investment at a premium to Inspira’s current market capitalization. This investment values the Company at $180 million, reflecting the investor’s assessment of the liquid biopsy technology’s potential combined with Inspira’s capabilities. This valuation represents a significant premium over the current market capitalization of IINN.

• Investment Amount: $15 million
• Pre-Money Valuation: $180 million
• Allocation for Existing Technologies: $12 million for respiratory and blood monitoring development

Strategic Acquisition of Liquid Biopsy Technology

Inspira's acquisition plan includes an all-share transaction to gain an advanced liquid biopsy diagnostics business. This acquisition positions the Company to enter the rapidly growing liquid biopsy market with a proprietary platform designed to isolate and characterize circulating tumor cells from standard blood samples. The platform integrates AI-powered cellular analysis, aiding in cancer characterization and treatment decision-making.

The initial clinical focus of the platform is breast cancer, with future potential across various oncology indications. The global liquid biopsy market is projected to reach approximately $58 billion over the next decade, driven by increasing demand for non-invasive cancer detection.

Regulatory Pathway and Reimbursement

Following the acquisition, Inspira plans to pursue U.S. Food and Drug Administration (FDA) clearance for the liquid biopsy platform via the 510(k) regulatory pathway. The presence of an existing reimbursement code for the intended clinical use offers a clear path to reimbursement post-regulatory approval.

Shareholder Protection Framework

The proposed transaction will include a shareholder protection framework aimed at preserving the existing shareholders' economic interests while enabling their participation in the new growth potential of the liquid biopsy platform. Current shareholders at the time of the Definitive Agreements are expected to receive contingent value rights, ensuring future value realizations from Inspira’s respiratory technology assets are allocated exclusively to them. This structure aims to mitigate dilution of the existing economic interests of shareholders in Inspira's established technologies.

About Inspira Technologies

Inspira Technologies specializes in advanced respiratory support and blood monitoring solutions. The Company’s FDA-cleared INSPIRA™ ART100 system is approved for cardiopulmonary bypass in the U.S. as well as ECMO (Extracorporeal Membrane Oxygenation) procedures outside the U.S. Inspira is also developing the INSPIRA ART500, a next-generation system designed to provide oxygenation while patients remain awake. Moreover, the HYLA™ platform offers continuous, non-invasive blood monitoring capabilities.

Forward-Looking Statements

This press release includes forward-looking statements pursuant to U.S. federal securities laws based on the current expectations of the Company. Actual results may differ materially due to various factors and uncertainties, including the timelines for the execution of the Definitive Agreements and potential regulatory approvals.