Core Viewpoint - Inspira Technologies is planning a strategic expansion into liquid biopsy diagnostics, aiming to preserve shareholder value while enabling future dividend distributions from its core respiratory and life-support technologies [1][2]. Company Strategy - The proposed acquisition of a liquid biopsy platform is seen as a significant value inflection point, enhancing Inspira's diagnostics capabilities with long-term potential [2]. - The transaction is structured to optimize value allocation between the new platform and Inspira's existing respiratory business through a Contingent Value Rights (CVR) framework [2][12]. - The acquisition is positioned as a natural extension of Inspira's competencies in blood-based diagnostics and real-time monitoring, leveraging its proprietary HYLA™ blood sensor platform [2][7]. Liquid Biopsy Technology - The targeted liquid biopsy platform analyzes intact circulating tumor cells (CTCs) from blood samples, offering a more direct view of tumor characteristics over time [3]. - Initial focus is on breast cancer, where changes in biomarkers can significantly impact treatment options, enabling minimally invasive testing to monitor tumor evolution [4][5]. - The technology is designed for routine clinical use and has shown high concordance with traditional tissue biopsy in preliminary validations, with plans for adaptability across various solid tumor indications [5][6]. Current Operations - Inspira's existing operations in respiratory care and life-support are advancing, with the FDA-cleared INSPIRA™ ART100 system deployed in leading U.S. hospitals [7]. - The company is expected to generate revenue from previously announced purchase orders during 2026 [7]. Financial Aspects - The proposed equity investment of up to $15 million is intended to support ongoing operations and further development of existing platforms, with $12 million specifically allocated for this purpose [8][12]. - The acquisition structure allows Inspira to acquire the liquid biopsy business in exchange for up to 40% of its issued share capital, ensuring economic benefits for current shareholders through the CVR framework [12]. Transaction Timeline - The acquisition and equity investment are expected to close concurrently, pending customary conditions, including shareholder and regulatory approvals, with a target for execution of definitive agreements within approximately four weeks from January 5, 2026 [12].

Core Viewpoint - Inspira Technologies is positioning itself to enter the multi-billion dollar liquid biopsy diagnostics market through a proposed acquisition and a strategic equity investment of $15 million, while ensuring protections for existing shareholders [1][2]. Equity Investment - The proposed transaction includes a $15 million equity investment at a premium to the current market capitalization, based on a pre-money valuation of $180 million, reflecting the strategic investor's assessment of the liquid biopsy technology's potential [3]. - The identity of the strategic investor will be disclosed after shareholder approval and execution of definitive agreements, with $12 million of the investment proceeds allocated to fund existing technologies [4]. Strategic Acquisition - The acquisition involves an advanced liquid biopsy diagnostics business, allowing Inspira to enter the growing liquid biopsy market with a proprietary platform designed for cancer characterization [5]. - The platform has shown high concordance with traditional tissue biopsy in clinical studies, indicating its potential to provide valuable diagnostic insights [5][6]. - The initial clinical focus of the platform is on breast cancer, with a projected global liquid biopsy market size of approximately $58 billion over the next decade [6]. Regulatory Pathway - Following the acquisition, the company plans to pursue FDA clearance for the liquid biopsy platform through the 510(k) regulatory pathway, leveraging existing regulatory precedents [7]. - An existing reimbursement code is already in place for the intended clinical use, facilitating a clear path to reimbursement upon regulatory clearance [8]. Shareholder Protection Framework - The transaction includes a shareholder protection framework to preserve the economic upside of existing technologies for current shareholders while allowing participation in the growth potential of the liquid biopsy platform [9]. - Existing shareholders are expected to receive contingent value rights, ensuring that future realizations of value from respiratory technology assets are allocated exclusively to them [9]. Company Overview - Inspira Technologies specializes in advanced respiratory support and real-time blood monitoring solutions, with FDA-cleared products and a growing IP portfolio [10].