SecProbe.io

Mail Stop 3030
June 23, 2016

Via E -mail
James Barry, Ph.D.
Chief Executive Officer
InspireMD, Inc.
321 Columbus Avenue
Boston, Massachusetts 02116

Re: InspireMD, Inc.
  Amendment No. 4 to Registration Statement on Form S-1
Filed  June 21, 2016
  File No.  333-210760

Dear Dr. Barry:

We have limited our review of your registration statement to those issues we have
addressed in our comments.  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 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 registration statement and the information you
provide in response to these  comments, we may have  additional comments .  Unless we note
otherwise, our references to prior comments are to comments in our May 27, 2016 letter .

Prospectus Cover

1. Please tell us why you deleted your disclosure regarding the assumed exercise price of
the warrants.

Plan of Distribution, page 8 9

2. We note your response to prior comment 3.  Please confirm that any securities purchased
in the distribution by any affiliate or associated person of the placement agent, as well as
by the placement agent itself, will be acquired solely “for investment” purposes.  For
guidance, see Regulation M and Q&A no. 1 in Staff Legal Bulletin No. 9, Frequently

James Barry, Ph.D.
InspireMD, Inc.
June 23 , 2016
Page 2

 Asked Questions Regarding Regulation M, on the Commission’s Web site at:
http://www.sec.gov/interp s/legal/mrslb9.htm.

3. We note your response to prior comment 4; however, please disclose all material
relationships between the registrant and the underwriter without limitation to the past 180
days.  See Item 508(a) of Regulation S -K.  We note, for e xample,  your disclosure on the
cover of your March 16, 2016 Rule 424 filing  that “Dawson James Securities, Inc. its
officers and registered representatives may participate in this offering on the same terms
and conditions as the investors  participating in this offering;” p lease tell us whether
Dawson James or any of its affiliates or associated persons participated in that offering in
a capacity other than underwriter.  Also address clearly the extent that any securities held
by the underwriter may be adjus ted based on the market or market price for your
securities.  In this regard, we note the deletion of your disclosure from the bottom of page
84 that the March 2016 placement agent warrants are identical to the March 2016
underwriter warrants.

4. Please pr ovide us an example demonstrating how the cashless exercise provision in
exhibit 4.3 section 2(c) operates, and explain in your response the purpose and effect o f
excluding from the definition  of “value” the common shares underlying the preferred
shares included in the units.

Exhibit 5.1

5. Please file an opinion that reflects the offering as currently disclosed in your prospectus
and that addresses all securities in the fee table, including pl acement agent’s unit
purchase option and the underlying units.

6. Please file an opinion that clarifies when the warrants “will be” binding obligations of the
registrant.

Please contact Heather Percival at (202) 551 -3498 or me at (202) 551 -3617 with any
questions.

Sincerely,

 /s/ Russell Mancuso

Russell Mancuso
Branch Chief
Office  of Electronics and Machinery

cc: Rick A. Werner, Esq.
 Haynes and Boone, LLP