SecProbe.io

July 13, 2011
 Via E-mail

Ofir Paz Chief Executive Officer InspireMD, Inc. 3 Menorat Hamaor St. Tel Aviv, Israel 67448
Re: InspireMD, Inc.
 Registration Statement on Form S-1  Filed June 16, 2011
File No. 333-174948

Dear Mr. Paz:

We have reviewed your registration statem ent and have the following comments.  In
some of our comments, we may ask you to provi de us with information so we may better
understand your disclosure.
Please respond to this letter by amending your registration statement and providing the
requested information.  If you do not believe  our comments apply to your facts and
circumstances or do not believe an amendment is appropriate, please tell us why in your
response.
 After reviewing any amendment to your re gistration statement and the information you
provide in response to these comments , we may have additional comments.

Overview, page 1

 1. Please revise the opening paragraph to disclo se your revenues for the most recently
completed fiscal year and stub period, as applicable.
 2. Please provide objective support fo r your statement in the final paragraph of this section
that cobalt-chromium stents are “generally known in the i ndustry to provide better
deliverability and possibly even a reduc tion in major adverse cardiac events.”
 3. We note that this section fo cuses extensively on the streng ths of your product.  Please
revise the Summary and Business sections to  add balancing disclo sure addressing any
drawbacks or competitive disadvantages facing your products.

Ofir Paz InspireMD, Inc. July 13, 2011 Page 2

 4. We note in the second-to-last pa ragraph of this section that your current CE mark covers
your first generation product, MGuard Coronar y.  With a view to disclosure, please tell
us whether the MGuard Prime will require  you to secure an additional CE Mark.
 We expect to derive our revenue from sa les of our MGuard stent products, page 4

 5. If the bulleted risks listed in the second  paragraph are materi al, please expand your
disclosure of the risks under this heading or  provide appropriate di scussion of the risks
under separate risk factor headings.
 Clinical trials necessary to support a pre-market approval application, page 6

 6. Please revise to clarify whet her the Cypher and Taxus Expre ss2 stents are your products.
 If we fail to maintain or establish sati sfactory agreements w ith suppliers, page 10

 7. Please confirm that you have filed all materi al agreements with QualiMed Innovative
Medizinprodukte GmbH, MeKo Laserstrahl-Ma terialbearbeitung and Natec Medical Ltd.
 We may have violated Israel i securities law, page 13

8. With a view to disclosure, please tell us when you applied for a no-action determination
from the Israel Security Authority.  In your re sponse, please also provide the staff with an
update of the current status of your request a nd describe the fines and other penalties to
which you may be subject.
 Because we became public by means of a “reverse merger”.., page 14

 9. Please expand this risk factor to further disc uss the risk presented.  For instance, clarify
the meaning of your statement that brokerage  firms have “no incentive”’ to cover your
common stock.
 Use of Proceeds, page 17

 10. Revise the second paragraph to quantif y the maximum amount of proceeds you may
expect to receive if the warrants are exercised on a cash basis.

Ofir Paz InspireMD, Inc. July 13, 2011 Page 3

 Management’s Discussion and Analysis of Financ ial Condition and Results of Operations, page
18
 Critical Accounting Policies, page 18

 Inventory, page 19

 11. Please revise to include your policy regarding your review  for obsolescence and the way
in which you write inventory down to market value.
 Results of Operations, page 20

 Three Months Ended March 31, 2011 Compared to Three Months Ended March 31, 2010, page
20
 12. We note that your revenues have decreased  by approximately 20% and noted from your
disclosure that the decrease is  primarily related to the rec ognition of previously recorded
deferred revenues in the fi rst quarter of 2010 for which there was no comparable
revenues in 2011, which appears to be more of a timing issue rather than an explanation
of the underlying reason for the d ecrease in sales.  In light of the significant decrease in
revenues your MD&A disclosure  does not appear to provid e investors with a thorough
analysis that provides reader s a view of the company through the eyes of management.
When individual line items, disclosed in your statements of operations, significantly
fluctuate in comparison to the comparable prior period, please quan tify, and disclose the
nature of each item that caused the significan t change.  For example, please quantify each
material factor, i.e. such as  price changes and / or volume changes by type of product,
disclose separately the effect on operations  attributable to each factor causing the
aggregate change from year to year and disclo se the nature of or reason for each factor
causing the aggregate change.  The analysis s hould reveal underlyi ng material causes of
the factors described and any future impact on operating results.  Please incorporate the
above comment to all of the disclosures in th e analysis of your results of operations in
MD&A, including operating expenses.  For furt her guidance, please refer to Item 303 and
the related instructions in Regulations S-K as well as SEC Interpretive Release No. 33-
8350.
 13. In this regard, we also noted that desp ite the decrease in sales your gross margin
percentage increased more than 10 percenta ge points, from 36.2% to 46.7%.  Please
revise to explain how you were  able to obtain significant in creases in your gross margins
and more efficient manufacturing and economies of scale when sales levels had actually
decreased.  Please quantify the increase in aver age selling prices and the number of units
purchased as part of your disclosure and explain how the increased purchasing volumes
you refer to relate to the overall decrease in sales during the period.

Ofir Paz InspireMD, Inc. July 13, 2011 Page 4

 14.      Where changes in financial statement line  items are the result of several factors, each
significant factor should be separately quantified and discussed.  For example, you say
that the increase in general and administrative  expense was primarily due to an increase
in investor related activities and provisi ons for pending litigation.  However, you do not
quantify the impact of each of th ese factors.  Please revise yo ur disclosure to address our
concerns.
 Business, page 24

15. Regarding the market data that you disc lose in this sec tion, please tell us:

 how you confirmed that the data used in th e registration statement reflects the most
recent available information;
 whether all of the data is publicly available;
 whether you paid for the comp ilation of any of the data;
 whether any of the data was prepared for your use in the registration statement; and
 whether the authors of the data consented to  your use of such data in the registration
statement.

If you are affiliated with the preparation of any of the da ta, please ensure that your
disclosure clearly indicates the nature of all such affiliations.

16. We note your discussion of pre-cl inical and clinical studies. However, this information is
not presented within th e context of your curr ent and planned operations.  With a view to
disclosure, please provide a detailed discussion the necessary steps and associated costs required in order to receive approval to sell  your products in the United States, China and
other new markets into which you currently in tend to expand.  Please provide the staff
with a discussion of the number, size and complexity of the trials that must be completed
as well as the expected timeframe for completion.
 17. Please tell us where you have discussed th e terms and significance of the company’s
license agreement to use the MGuard Prime stent design.
 Our Products, page 26

 18. Please revise to further explain how your products differ from, and improve upon,
existing products in the marketplace.  Fo r example, your references to MGuard
Coronary’s “enhanced clinical profile” and “enhanced bio-absorbability” and MGuard
Carotid’s “superior embolic protection characteristics” are overly vague. Revise
accordingly.

Ofir Paz InspireMD, Inc. July 13, 2011 Page 5

 Comparison of Clini cal Trials, page 31

 19. We note the difference between the results of your 2005 and 2006 studies and the results
of the trials described in this  section.  With a view to disc losure, please tell us whether
your product underwent design changes or othe rwise explain the basis for the differing
results.
 Product Positioning, page 34

 20. Please quantify the market penetration describe d in the first paragraph of this section.
 Government Regulation, page 35

 21. Please expand this section to disclose the material regulatory requirements for the
international markets th at you are targeting.
 Customers, page 36

22. Please clarify whether you have a written agreement with Hand-Prod Sp. Z.o.o. and file
such agreement as an exhibit. Also, disc uss the material terms of the agreement.

Manufacturing and Suppliers, page 36
 23. Please discuss the availability of raw materials.
 24. Please expand your discussion of the materi al terms of your agreements with the
companies mentioned in this section, in cluding any provision s related to term,
termination, exclusivity or incen tive programs.  Provide similar disclosure of the material
terms of your distribution agreements.
 Executive Officers and Directors, page 38

 25. For each director, please discuss clearly the sp ecific experience, qualifications, attributes
or skills that lead to the conclusion that the person shoul d serve as a director for the
registrant at this time in light of the registrant’s business and structure.
 26. Please tell us why you do not discuss in th is filing your Scientific Advisory Board
mentioned in exhibit 99.1 of your  Form 8-K filed on April 6, 2011.

Ofir Paz InspireMD, Inc. July 13, 2011 Page 6

 Selling Stockholders, page 43

27. Please tell us whether any of the selling stoc kholders are broker-deale rs or affiliates of a
broker-dealer.  Any selling stockholder who is a broker-dealer must be  identified in the
prospectus as an underwriter.  In addition, each selling stockholder who is an affiliate of a
broker-dealer must be identified in the prospectus as an underwriter unless that selling
stockholder is able to make the followi ng representations in the prospectus:

 The selling stockholder purchased the shares  being registered for resale in the
ordinary course of business.

 At the time of the purchase, the se lling stockholder had no agreements or
understandings, directly or i ndirectly, with any person to distribute th e securities.

Please revise as appropriate.
28. Please disclose the natural person or persons  who have voting and/ or investment power
for the shares held by the selling stockholders.

Financial Statements for the Years Ended December 31, 2010 and 2009
29. Consideration should be given on an ongoing ba sis to the updating re quirements of Rule
8-08 of Regulation S-X.  An updated accountant’s consent should also be included with any amendment to the filing

Report of Independent Registered Public Accounting Firm, page F-2

 30. It does not appear that your auditors’ report incl udes the appropriate electronic signature
form.  Please ask your auditors to provide a revised report with the appropriate electronic
signature in your next amendment.
 Note 2 – Significant Accounting Policies, page F-8

 l. Revenue Recognition, page F-10

 31. We note your disclosure that when returns canno t be reliably estimated both revenues and
related direct costs are eliminated, and the products are deemed unsold, you defer
revenues and indicate the inve ntory as held on consignment as part of your financial
statements.  Please tell us why you refer to sales of items where the returns cannot be
estimated to be inventory on consignment.  Also explain your classification and cite the
accounting guidance upon which you based your accounting.
 32. In this regard, please revise to more fully explain your return policy, including the term
of the return period.  Additionally, please explain to us why you record your provision for

Ofir Paz InspireMD, Inc. July 13, 2011 Page 7

 sale returns and related costs as “account s payable and accruals” and “inventory on
consignment”, respectively.  Also, tell us wh en you realize the related deferred revenues.
Please quantify the aforementioned amounts as  part of your response for each period
presented.
 33. Please expand your disclosure to describe your revenue recognition policy in greater
detail.  To the extent that the policy differs  among customer categories, please make your
disclosure product line specific.  Details shou ld be provided to the extent that policy
differs among the various marketing venues us ed by the Company, i.e. distributors and
direct sales.  Also, if the po licies vary in different parts of the world, those differences
should be discussed.  Provide details of di scounts, post shipment obligations, customer
acceptance, warranties, credits, rebates, a nd price protection or similar privileges and
how these impact revenue recognition.
 n. Share-Based Comp ensation, page F-11

 34. We noted your disclosure that you elected to  recognize compensation expense for awards
with only service conditions that have grad ed vesting schedules using the accelerated
multiple option approach.  With regards to  what you refer to as your election, please
clarify for us if you have awards other than those with service conditions and tell us how
you determine and recognize related compensation expense.
 v. Factoring of Receivables, page F-13

 35. We note your disclosures that you factored cert ain of your trade rece ivables. Please tell
us the amounts factored and explain whet her you have any ongoing obligations or
recourse related to those factored receivables.
 Note 8 – Long-Term Loan, page F-17

 36. We note your disclosure that the first loan  totaled $750 thousand, you did not receive the
second loan, and the credit line was not utilize d. Please tell us the ba lance due on the loan
as of December 31, 2009 and 2010 and how you have included those liabilities on the
balance sheet for each period.
 37. Revise to explain why you were required to  grant additional fixed liens in November
2010 and again at December 31, 2010.
 Note 10 – Commitments and Con tingent Liabilities, page F-20

 c. Litigation, page F-21

 38. We see you indicate herein that you are involv ed as defendants in va rious litigations. For
those claims that no accrual is made for loss contingency or if an exposure to loss exists

Ofir Paz InspireMD, Inc. July 13, 2011 Page 8

 in excess of the amount accrued, please revise to  explain if there is at least a reasonable
possibility that a loss or an additional loss may have been incurred and your reasons for
such conclusion.  Please note that for unrecogniz ed contingencies that meet the criteria in
paragraph 3 of ASC 450-20-50 you are required to disclosure (i) the nature of the
contingency, and (ii) the possibl e loss or range of loss or provide a statement that such an
estimate cannot be made. Please revise your disc losure to provide the required disclosure,
if applicable.

39.  Reference is made to the litigation describe d in Note 10 c. 4 and 5.  Please revise to
disclose the fair value of the stock op tions in both claims, and the method and
assumptions used to estimate such fair value.    Additionally, clarify for use the period in
which you recorded the provisions associated to  each claim.  As part of your response,
please explain why you would record the $20,000 provision as described in Note 10 c. 4
in 2009 when the claim was submitted in Nove mber 2010.  Additionall