SEC Comment Letter for InspireMD, Inc. (NSPR) (CIK 0001433607) (NSPR) — Sep 19, 2014
InspireMD, Inc. (NSPR) (CIK 0001433607)
Date: Sept. 19, 2014 · CIK: 0001433607 · Accession: 0000000000-14-047165
AI Filing Summary & Sentiment
Reasoning
File numbers found in text: 001-35731
Letter
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 DIVISION OF CORPORATION FINANCE September 19 , 2014 Via E -Mail Mr. Craig Shore Chief Financial Officer InspireMD, Inc. 321 Columbus Avenue Boston, Massachusetts 02116
Re: InspireMD, Inc. Form 10-KT for the Fiscal Year Ended December 31, 2013 Filed February 26, 2014 File No . 001-35731
Dear Mr. Shore :
We have reviewed your filing and have the following comments. We have limited our review to only your financial statements and related disclosures and do not intend to expand our review to other portions of your documents. In some of our comments, we may ask you to provide us with information so we may better understand your disclosure
Please respond to this letter within ten business days by amending your filing, by provi ding the requested information, or by advising us when you will provide the requested response. If you do not believe our co mments 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 filing and the information you provide in response to these comments, we may have additional comments.
Form 10 -KT for the Fiscal Year Ended December 31, 2013
Item 7. Management’s Discussion and Analysis, page 45
Results of Operations, page 48
1. We see that you present several non -GAAP measures in your discussion of Results of Operation s, including “Gross margin excluding non -recurring expenses” and “Financial expenses (income) excluding non -cash expen ses. In future filings please include all of the disclosures required by Item 10(e)(1)(i) of Regulation S -K, including a statement disclosing the reasons why management believes the presentation of the non -GAAP measure provides useful information to investors regarding the registrant’s financial
Mr. Craig Shore InspireMD, Inc. September 19, 2014 Page 2
cond ition and results of operations for each measure presented. In addition, please clearly l abel the measure as “non -GAAP.”
2. As a related matter, we see that you discuss gross margin percentage excluding non - recurring effects of the consolidation of your manufacturing facilities on page 48; however, you only reconcile gross profit excluding re curring expenses on page 49. In future filings, please include a reconciliation between the non -GAAP measure and the most directly comparable GAAP measure for all non-GAAP measures presented in the filing as required by Item 10(e)(1)(i) of Regulation S -K.
Report of Independent Registered Public Accounting Firm, page F -2
3. We see that the report of independent registered public accounting firm is not dated as required by Article 2 -02(a) of Regulation S -X. Please file a full amendment to the Form 10-K that includes a signed and dated audit report .
We urge all persons who are responsible for the accuracy and adequacy of the disclosure in the filing to be certain that the filing includes the information the Securities Exchange Act of 1934 and all applicable Exchange Act rules require. Since the compa ny and its management are in possession of all facts relating to a company’s disclosure, they are responsible for the accuracy and adequacy of the disclosures they have made.
In responding to our comments, please provide a written statement from the com pany acknowledging that:
the company is responsible for the adequacy and accuracy of the disclosure in the filing;
staff comments or changes to disclosure in response to staff comments do not foreclose the Commission from taking any action with respect t o the filing; and
the company may not assert staff comments as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.
You may contact Jeanne Bennett , Staff Accountant, at (202) 551 -3606 or Kristin Lochhead , the a ccount ing reviewer , at (202) 551 -3664 if you have questions regarding these comments. In this regard, do not hesitate to contact me at (202) 551 -3671 with any other questions .
Sincerely,
/s/ Martin James
Show Raw Text
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
DIVISION OF
CORPORATION FINANCE
September 19 , 2014
Via E -Mail
Mr. Craig Shore
Chief Financial Officer
InspireMD, Inc.
321 Columbus Avenue
Boston, Massachusetts 02116
Re: InspireMD, Inc.
Form 10-KT for the Fiscal Year Ended December 31, 2013
Filed February 26, 2014
File No . 001-35731
Dear Mr. Shore :
We have reviewed your filing and have the following comments. We have limited our
review to only your financial statements and related disclosures and do not intend to expand our
review to other portions of your documents. In some of our comments, we may ask you to
provide us with information so we may better understand your disclosure
Please respond to this letter within ten business days by amending your filing, by
provi ding the requested information, or by advising us when you will provide the requested
response. If you do not believe our co mments 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 filing and the information you provide in
response to these comments, we may have additional comments.
Form 10 -KT for the Fiscal Year Ended December 31, 2013
Item 7. Management’s Discussion and Analysis, page 45
Results of Operations, page 48
1. We see that you present several non -GAAP measures in your discussion of Results of
Operation s, including “Gross margin excluding non -recurring expenses” and “Financial
expenses (income) excluding non -cash expen ses. In future filings please include all of
the disclosures required by Item 10(e)(1)(i) of Regulation S -K, including a statement
disclosing the reasons why management believes the presentation of the non -GAAP
measure provides useful information to investors regarding the registrant’s financial
Mr. Craig Shore
InspireMD, Inc.
September 19, 2014
Page 2
cond ition and results of operations for each measure presented. In addition, please
clearly l abel the measure as “non -GAAP.”
2. As a related matter, we see that you discuss gross margin percentage excluding non -
recurring effects of the consolidation of your manufacturing facilities on page 48;
however, you only reconcile gross profit excluding re curring expenses on page 49. In
future filings, please include a reconciliation between the non -GAAP measure and the
most directly comparable GAAP measure for all non-GAAP measures presented in the
filing as required by Item 10(e)(1)(i) of Regulation S -K.
Report of Independent Registered Public Accounting Firm, page F -2
3. We see that the report of independent registered public accounting firm is not dated as
required by Article 2 -02(a) of Regulation S -X. Please file a full amendment to the Form
10-K that includes a signed and dated audit report .
We urge all persons who are responsible for the accuracy and adequacy of the disclosure
in the filing to be certain that the filing includes the information the Securities Exchange Act of
1934 and all applicable Exchange Act rules require. Since the compa ny and its management are
in possession of all facts relating to a company’s disclosure, they are responsible for the accuracy
and adequacy of the disclosures they have made.
In responding to our comments, please provide a written statement from the com pany
acknowledging that:
the company is responsible for the adequacy and accuracy of the disclosure in the filing;
staff comments or changes to disclosure in response to staff comments do not foreclose
the Commission from taking any action with respect t o the filing; and
the company may not assert staff comments as a defense in any proceeding initiated by
the Commission or any person under the federal securities laws of the United States.
You may contact Jeanne Bennett , Staff Accountant, at (202) 551 -3606 or Kristin
Lochhead , the a ccount ing reviewer , at (202) 551 -3664 if you have questions regarding these
comments. In this regard, do not hesitate to contact me at (202) 551 -3671 with any other
questions .
Sincerely,
/s/ Martin James
Martin James
Senior Assistant Chief Accountant